Search cutoffs
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Current report (Form 8-K) · Jun 9, 2026 · Material agreement · Investor press release · Financial statements
EX-99.1 · d137459dex991.htm
EX-99.1
d137459dex991.htm
| Document text |
|---|
EX-99.1 · d137459dex991.htm EX-99.1 4 d137459dex991.htm EX-99.1 Exhibit 99.1 Stock-exchange announcement For media and investors only Issued: 9 June 2026, London UK GSK enters agreement to acquire Nuvalent, Inc. Multi-product oncology deal for assets that have validated targets and aim to address efficacy and/or tolerability limitations of existing therapies Includes two late-stage, potential best-in-class ROS1 (zidesamtinib) and ALK (neladalkib) inhibitors for non-small cell lung cancer (NSCLC), currently under US FDA review for 2026 approvals Accelerates entry into lung cancer, providing a platform for expansion with Ris-Rez, GSK’s B7-H3 antibody-drug conjugate (ADC) Acquisition expected to be accretive to sales and core operating profit in 2027 and core EPS in 2029 inclusive of synergies and reprioritisation GSK plc (LSE/NYSE: GSK) today announced that it has entered an agreement to acquire Nuvalent, Inc. (“Nuvalent”) (NASDAQ: NUVL) a Boston-based clinical-stage biopharmaceutical company focused on creating precisely targeted oncology therapies, for $10.6 billion. The acquisition is consistent with GSK’s strategy of acquiring assets that have validated targets and meaningfully address efficacy and/or tolerability limitations of existing standard-of-care therapies. It includes three products in lung cancer in a single transaction. Zidesamtinib (NVL-520) and neladalkib (NVL-655) are two late-stage, potential best-in-class, next-generation, highly selective ROS1 and ALK inhibitors for treatment of NSCLC. Both assets have received FDA Breakthrough Therapy and Orphan Drug Designations * and are in review with target decision dates of 18 September 2026 for zidesamtinib and 27 November 2026 for neladalkib. Subject to FDA approval, they are expected to launch in 2026 and have multi-blockbuster potential. The third asset, NVL-330, is a potential best-in-class HER2 inhibitor currently in phase I trials for HER2-altered NSCLC. The acquisition also includes Nuvalent’s preclinical portfolio of multiple programmes, built from their proven precision medicine capabilities and clinical insights from industry-leading physician-scientists. Luke Miels, Chief Executive Officer, GSK said: “Today’s acquisition is a multi-product deal, consistent with our approach to acquire assets that have clinically proven targets and meaningfully address an efficacy and/or tolerability gap. The two lead products are potential best-in-class assets that could launch this year if approved by the FDA and offer significant new treatment options to patients with two forms of non-small cell lung cancer. The acquisition provides GSK with immediate new sales growth opportunities, improving profit contributions from 2027, and a platform in lung cancer for rapid expansion with Ris-Rez, our B7-H3 targeted ADC in phase III clinical development.” Pivotal data presented at the IASLC 2025 World Conference on Lung Cancer and the 2026 ASCO Annual Meeting show potential best-in-class profiles for zidesamtinib and neladalkib. 1,2 Both assets aim for longer effective treatment with better quality of life through high target-selectivity, durable treatment response, improved tolerability, enhanced blood-brain barrier penetration for tumour spread, and broader coverage of ALK and ROS1 mutations, potentially addressing efficacy and/or tolerability limitations of existing therapies. ROS1- and ALK-altered NSCLC primarily affect non-smoking adults aged 40-50, a uniquely defined and engaged patient population. There is substantive treatment experience with zidesamtinib and neladalkib already through their clinical development and patient assistance programmes. 3,4 * The FDA Breakthrough Therapy designation is designed to expedite the development and review of medicines for serious conditions, where preliminary clinical evidence indicates the potential for substantial improvement over available therapy. Orphan Drug Designation is granted to support the development and evaluation of potential new medicines intended for the treatment, diagnosis or prevention of rare diseases or disorders. Press release 1 Stock-exchange announcement For media and investors only James Porter, PhD, Chief Executive Officer, Nuvalent, said : “Since our founding, we have leveraged our deep expertise in chemistry and structure-based drug design to develop a portfolio of novel, potentially best-in-class kinase inhibitors. Our close collaboration with leading physician-scientists and patient advocates has driven remarkable enrolment, accelerating development and building confidence in the clinical profile of these drugs. We’re excited that GSK has recognised the significant value these programmes can offer patients and shares our vision for practice-changing innovation. GSK’s proven track record, infrastructure, and expertise will support the successful commercialisation of zidesamtinib and neladalkib, as well as accelerate advancement of our broader discovery pipeline.” Financial considerations Under the terms of the merger agreement, GSK will commence a tender offer to acquire all of Nuvalent’s outstanding shares of Class A and Class B common stock at a purchase price of $124 per share in cash within 10 business days. The aggregate equity value of the transaction is estimated to be $10.6 billion (£8.0 billion). Net of cash acquired, GSK’s aggregate investment is estimated to be $9.4 billion (£7.1 billion). The expected purchase price of $124 per share represents a 40% premium to the last closing price and a 26% premium to the 30 calendar day Volume-Weighted Average Price (VWAP). There is no change to GSK’s 2026 full-year guidance range of 7-9% core operating profit and core EPS growth. The acquisition is expected to contribute to revenue growth from 2027, be incremental to the Group’s existing ambition for sales of >£40 billion by 2031 and to strengthen core operating profit through the dolutegravir loss of exclusivity period (2028-2030). We expect accretion to core operating profit in 2027 and core EPS in 2029 inclusive of synergies and reprioritisation. Assuming the transaction closes in Q3 2026, we expect low single-digit percentage dilution to core EPS for the current year, FY 2027 and FY 2028. The transaction will be funded primarily from new and existing debt facilities plus cash, with no impact expected to GSK’s credit rating. GSK will maintain a strong investment grade credit profile and retains balance sheet capacity for further accretive business development. GSK remains committed to its 70p expected dividend for 2026 and to its progressive dividend policy thereafter. The transaction is subject to customary closing conditions, including the tender of a majority of Nuvalent’s outstanding shares of Class A common stock in the tender offer and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act in the US. Promptly following the closing of the tender offer, GSK expects to acquire any remaining shares of Nuvalent through a second-step merger under Delaware law at the same price per share. GSK will account for the transaction as a business combination. GSK will also assume Nuvalent’s existing revenue-sharing arrangements of low-single-digit royalties payable to Royalty Pharma and Deerfield. Advisors Leerink Partners LLC and Citigroup Inc. are acting as financial advisors and Davis Polk & Wardwell LLP and Slaughter and May are serving as legal counsel to GSK in connection with the transaction. Centerview Partners LLC is serving as financial advisor and Ropes & Gray LLP is serving as legal counsel to Nuvalent. Jefferies LLC also provided financial advice to Nuvalent. Sidley Austin LLP is corporate counsel to Nuvalent. About NSCLC NSCLC is the most common form of lung cancer and is often characterised by specific genetic alterations, such as those in ALK, ROS1, or HER2. It can often metastasise (i.e. spread) to the central nervous system. It primarily affects working-age individuals. Current treatments are associated with mutation resistance and side effects, including metabolic and neurologic events, that can adversely impact patients’ quality of life. Press release 2 Stock-exchange announcement For media and investors only Additional information This press announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer or a recommendation to sell securities, nor is it a substitute for the tender offer materials that GSK plc, GlaxoSmithKline LLC (“GSK LLC”) and its wholly-owned subsidiary, Harmony Row Acquisition Co. will file with the Securities and Exchange Commission (the “SEC”). The tender offer for the outstanding shares of Nuvalent Class A common stock and Class B common stock described in this press announcement has not commenced. At the time the tender offer is commenced, GSK plc, GSK LLC and Harmony Row Acquisition Co. will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the SEC, and, thereafter, Nuvalent will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer . Those materials (once they become available) will be made available to Nuvalent stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by or caused to be filed by Nuvalent or GSK plc with the SEC will be available at no charge on the SEC’s website at www.sec.gov . In addition to the Schedule 14D-9 Solicitation/Recommendation Statement and Schedule TO Offer Statement (once each becomes available), Nuvalent and GSK plc file or furnish, as applicable, annual, quarterly and current reports and other information with the SEC. Nuvalent and GSK plc filings with the SEC are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov . About Nuvalent Nuvalent (NASDAQ: NUVL) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. Leveraging deep expertise in chemistry and structure-based drug design, Nuvalent develops innovative small molecules that have the potential to overcome resistance, minimize adverse events, address brain metastases, and drive more durable responses. Nuvalent is advancing a robust pipeline with investigational candidates for ROS1-positive, ALK-positive, and HER2-altered non-small cell lung cancer, and multiple discovery-stage research programs. About GSK GSK is a global biopharma company with a purpose to unite science, technology, and talent to get ahead of disease together. Find out more at www.gsk.com . GSK enquiries Media: Tim Foley +44 (0) 20 8047 5502 (London) Sarah Clements +44 (0) 20 8047 5502 (London) Kathleen Quinn +1 202 603 5003 (Washington DC) Sydney Dodson-Nease +1 215 370-4680 (Philadelphia) Investor Relations: Constantin Fest +44 (0) 7831 826525 (London) James Dodwell +44 (0) 20 8047 2406 (London) Mick Readey +44 (0) 7990 339653 (London) Steph Mountifield +44 (0) 7796 707505 (London) Sam Piper +44 (0) 7824 525779 (London) Joanna Tuplin +44 (0) 7788 351650 (London) Dan Smith +44 (0) 7823 523885 (London) Jeff McLaughlin +1 215 751 7002 (Philadelphia) Frannie DeFranco +1 215 751 3126 (Philadelphia) Press release 3 Stock-exchange announcement For media and investors only Cautionary statement regarding forward-looking statements GSK plc cautions investors that any forward-looking statements or projections made by GSK plc, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described in the “Risk Factors” section in GSK plc’s Annual Report on Form 20-F for the year ended December 31, 2025, and GSK’s Q1 Results for 2026. This communication includes forward-looking statements related to Nuvalent, neladalkib, zidesamtinib and the acquisition of Nuvalent by GSK plc that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Nuvalent and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the merger, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for Nuvalent’s business; the ability of Nuvalent to successfully commercialize its key products, including neladalkib and zidesamtinib; the anticipated timing of clinical data and regulatory filings or approvals relating to products; the possibility of favorable or unfavorable results from clinical trials; the anticipated benefits of the acquisition; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the parties’ ability to complete the transaction; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and completion of the merger; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that Nuvalent stockholders may not tender into the offer a majority of the shares of Class A common stock outstanding at the time of the expiration of the offer or that required regulatory approvals may not be obtained or are obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to realize anticipated benefits of the proposed acquisition when expected or at all; potential adverse reactions or changes to business relationships resulting from the proposed acquisition, including the effect of the announcement, pendency or consummation of the acquisition on the ability of Nuvalent to retain and hire key personnel or maintain key vendor, supplier or partner relationships; risks that the proposed acquisition disrupts the current plans and operations of Nuvalent; transaction costs; risks associated with potential litigation or regulatory actions related to the transaction; and other risks and uncertainties described from time to time in documents filed with the SEC by Nuvalent, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Nuvalent, or in GSK plc’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC by GSK plc, as well as the Schedule TO to be filed by GSK plc. All forward-looking statements are based on information currently available to GSK plc and Nuvalent, and neither GSK plc nor Nuvalent assumes any obligation to update any forward-looking statements. GSK uses number of adjusted measures, including Core results, to report the performance of its business, which are non-IFRS measures. These measures are defined and reconciliations to the nearest IFRS measure are available in GSK’s Q1 2026 Results and GSK’s Annual Report on Form 20-F for FY 2025. GSK provides earnings guidance to the investor community on the basis of Core results. This is in line with peer companies and expectations of the investor community, supporting easier comparison of the Group’s performance with its peers. GSK is not able to give guidance for Total results as it cannot reliably forecast certain material elements of the Total results, particularly the future fair value movements on contingent consideration and put options that can and have given rise to significant adjustments driven by external factors such as currency and other movements in capital markets. All expectations, guidance and outlooks regarding future performance should be read together with the section “Guidance and outlooks, assumptions and cautionary statements” on pages 44 and 45 of GSK’s Q1 2026 Results and the statements on page 328 of GSK’s Annual Report for FY 2025. This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of GSK is Victoria Whyte, Company Secretary. Registered in England & Wales: No. 3888792 Registered Office: 79 New Oxford Street London WC1A 1DG References 1 Drilon, A.E., et al. “Pivotal ARROS-1 Efficacy and Safety Data: Zidesamtinib in TKI Pretreated Patients with Advanced/Metastatic ROS1+ NSCLC”. IASLC 2025. Available at: https://cdn.sanity.io/files/8miuua0t/production/49fc755646f2da35f684876f37076d73a9fff7c0.pdf. Last accessed: 8 June 2026. 2 Lin, J.J., et al. “ALKOVE-1: Efficacy and safety of neladalkib in patients with advanced ALK+ NSCLC”. ASCO 2026. Available at: https://cdn.sanity.io/files/8miuua0t/production/781d64797149fd79d2fdb9c732bd964560f3fd68.pdf. Last accessed: 8 June 2026. 3 Nuvalent Pipeline. Available at: https://nuvalent.com/pipeline. Last accessed: 7 June 2026. 4 Nuvalent Expanded Access Policy. Available at: https://nuvalent.com/expanded-access-policy. Last accessed: 7 June 2026. Nuvalent Cautionary statement regarding forward-looking statements This document includes forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. All statements, other than statements of historical fact, are generally forward-looking statements, including all statements regarding the intent, belief, or expectations of Nuvalent and its management. These forward-looking statements typically can be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance, objectives, opportunities, and the outlook for Nuvalent’s business; the anticipated timing of potential regulatory approval for Nuvalent’s product candidates; the timing of and receipt of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; accordingly, investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially due to several factors. Factors that could cause future results to differ materially include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Nuvalent’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement, including circumstances requiring Nuvalent to pay a termination fee pursuant to the merger agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, vendors, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners, or governmental entities or patient groups; transaction costs; the risk that the transaction will divert management’s attention from Nuvalent’s ongoing business operations or otherwise disrupts Nuvalent’s ongoing business operations; changes in Nuvalent’s businesses during the period before any closing; certain restrictions during the pendency of the proposed transaction that may impact Nuvalent’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation; risks unexpected concerns that may arise from additional data, analysis, or results obtained during preclinical studies and clinical trials; the risk that results of earlier clinical trials may not be predictive of the results of later-stage clinical trials; the risk that data from Nuvalent’s clinical trials may not be sufficient to support registration and that Nuvalent may be required to conduct one or more additional studies or trials prior to seeking registration of zidesamtinib or neladalkib; risks that Nuvalent may not achieve the goals and milestones set forth in its OnTarget 2026 operating plan; the occurrence of adverse safety events; risks that the FDA may not approve our potential products on the timelines we expect, or at all; risks of unexpected costs, delays, or other unexpected hurdles; risks that Nuvalent may not be able to nominate drug candidates from its discovery programs; the direct or indirect impact of public health Press release 4 Stock-exchange announcement For media and investors only emergencies or global geopolitical circumstances on the timing and anticipated timing and results of Nuvalent’s clinical trials, strategy, and future operations, including the ARROS-1, ALKOVE-1, ALKAZAR and HEROEX-1 trials; the timing and outcome of Nuvalent’s planned interactions with regulatory authorities; and risks related to obtaining, maintaining, and protecting Nuvalent’s intellectual property; and other factors as set forth in Nuvalent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 7, 2026, and other reports filed with the SEC. The forward-looking statements set forth herein speak only as of the date hereof. Nuvalent undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law. Press release 5 |
EX-2.1 · d137459dex21.htm
EX-2.1
d137459dex21.htm
| Document text |
|---|
EX-2.1 · d137459dex21.htm EX-2.1 2 d137459dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among GLAXOSMITHKLINE LLC, HARMONY ROW ACQUISITION CO., NUVALENT, INC. and, solely for purposes of Section 9.14 , GSK PLC Dated as of June 9, 2026 TABLE OF CONTENTS Page ARTICLE I THE OFFER 6 Section 1.1. The Offer 6 Section 1.2. Company Consent; Schedule 14D-9 8 Section 1.3. Stockholder Lists 9 ARTICLE II THE MERGER 10 Section 2.1. The Merger 10 Section 2.2. Closing; Effective Time 10 Section 2.3. Effects of the Merger 10 Section 2.4. Certificate of Incorporation and Bylaws of the Surviving Corporation 10 Section 2.5. Directors and Officers 10 Section 2.6. Merger Without a Vote of Stockholders 11 ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS 11 Section 3.1. Conversion of Securities 11 Section 3.2. Treatment of Equity Awards; Company ESPP 12 Section 3.3. Dissenting Shares 13 Section 3.4. Surrender of Shares 13 Section 3.5. Section 16 Matters 16 Section 3.6. Withholding 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 16 Section 4.1. Organization and Corporate Power 17 Section 4.2. Authorization; Valid and Binding Agreement 17 Section 4.3. Capital Stock 17 Section 4.4. Subsidiary 18 Section 4.5. No Breach 19 Section 4.6. Consents 19 Section 4.7. SEC Reports; Disclosure Controls and Procedures 19 Section 4.8. No Undisclosed Liabilities 21 Section 4.9. Absence of Certain Developments 21 Section 4.10. Compliance with Laws 21 Section 4.11. Title to Tangible Properties 22 Section 4.12. Tax Matters 23 Section 4.13. Contracts and Commitments 24 Section 4.14. Intellectual Property 27 Section 4.15. Litigation 30 Section 4.16. Insurance 30 Section 4.17. Employee Benefit Plans 30 Section 4.18. Environmental Compliance and Conditions 32 Section 4.19. Employment and Labor Matters 32 Section 4.20. FDA and Regulatory Matters 33 Section 4.21. Brokerage 37 Section 4.22. Disclosure 37 Section 4.23. No Rights Agreement 37 Section 4.24. Anti-Takeover Provisions 37 Section 4.25. No Vote Required 38 Section 4.26. Opinion 38 Section 4.27. No Other Representations and Warranties 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 38 Section 5.1. Organization and Corporate Power 38 Section 5.2. Authorization; Valid and Binding Agreement 39 Section 5.3. No Breach 39 Section 5.4. Consents 39 Section 5.5. Litigation 39 Section 5.6. Disclosure 40 Section 5.7. Brokerage 40 Section 5.8. Operations of Purchaser 40 Section 5.9. Ownership of Shares 40 Section 5.10. Vote/Approval Required 40 Section 5.11. Funds 41 Section 5.12. Solvency 41 Section 5.13. Investigation by Parent and Purchaser; Disclaimer of Reliance 41 Section 5.14. Other Agreements 42 Section 5.15. No Other Representations and Warranties 42 ARTICLE VI COVENANTS 42 Section 6.1. Covenants of the Company 42 Section 6.2. Access to Information; Confidentiality 46 -ii- Section 6.3. Acquisition Proposals 47 Section 6.4. Employment and Employee Benefits Matters 51 Section 6.5. Directors’ and Officers’ Indemnification and Insurance 53 Section 6.6. Further Action; Efforts 54 Section 6.7. Public Announcements 56 Section 6.8. Approval of Compensation Actions 56 Section 6.9. Purchaser Stockholder Approval 57 Section 6.10. No Control of the Company’s Business 57 Section 6.11. Operations of Purchaser 57 Section 6.12. Ownership of Company Securities 57 Section 6.13. Stockholder Litigation 57 Section 6.14. Notification of Certain Matters 58 Section 6.15. Takeover Laws 58 Section 6.16. Deregistration; Stock Exchange Delisting 58 ARTICLE VII CONDITIONS OF MERGER 58 Section 7.1. Conditions to Obligation of Each Party to Effect the Merger 58 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 59 Section 8.1. Termination by Mutual Agreement 59 Section 8.2. Termination by Either Parent or the Company 59 Section 8.3. Termination by the Company 59 Section 8.4. Termination by Parent 60 Section 8.5. Effect of Termination 60 Section 8.6. Expenses 62 Section 8.7. Amendment and Waiver 62 ARTICLE IX GENERAL PROVISIONS 62 Section 9.1. Non-Survival of Representations, Warranties, Covenants and Agreements 62 Section 9.2. Notices 63 Section 9.3. Certain Definitions 63 Section 9.4. Severability 77 Section 9.5. Assignment 77 Section 9.6. Entire Agreement; Third-Party Beneficiaries 78 Section 9.7. Governing Law 78 Section 9.8. Headings 78 Section 9.9. Counterparts 78 -iii- Section 9.10. Performance Guaranty 78 Section 9.11. Jurisdiction; Waiver of Jury Trial 78 Section 9.12. Service of Process 79 Section 9.13. Specific Performance 79 Section 9.14. Guaranty 79 Section 9.15. Interpretation 80 Section 9.16. Financing Sources 80 Annexes Annex I Conditions to the Offer Annex II Certificate of Incorporation of the Surviving Corporation Annex III Bylaws of the Surviving Corporation -iv- AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2026 (this “ Agreement ”), among GlaxoSmithKline LLC, a Delaware limited liability company (“ Parent ”), Harmony Row Acquisition Co., a Delaware corporation and wholly owned Subsidiary of Parent (“ Purchaser ”), Nuvalent, Inc., a Delaware corporation (the “ Company ”), and, solely for purposes of Section 9.14 , GSK plc, a public limited company organized under the laws of England and Wales (“ Ultimate Parent ”). WHEREAS, the boards of managers or board of directors, as applicable, of Parent, Purchaser and the Company each have approved the acquisition of the Company on the terms and subject to the conditions set forth in this Agreement and, accordingly, Purchaser has agreed to commence a tender offer (as it may be amended, modified or extended from time to time as permitted by this Agreement, the “ Offer ”) to purchase any (subject to the Minimum Tender Condition) and all of (i) the issued and outstanding shares of Company Class A Common Stock (collectively, “ Class A Shares ”) and (ii) the issued and outstanding shares of Company Class B Common Stock (collectively, “ Class B Shares ” and, together with the Class A Shares, “ Shares ”), for $124.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of this Agreement, the “ Offer Price ”); WHEREAS, as soon as practicable following the consummation of the Offer, Purchaser will merge with and into the Company (the “ Merger ”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”), and each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive the Merger Consideration, upon the terms and conditions set forth herein; WHEREAS, the board of directors of the Company (the “ Company Board ”) has unanimously (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and the holders of the Shares, (ii) declared it advisable that the Company enter into this Agreement and consummate the Contemplated Transactions, including the Offer and the Merger, (iii) adopted this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Contemplated Transactions, including the Offer and the Merger, and (iv) subject to the terms and conditions of this Agreement, recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer; WHEREAS, the board of managers and board of directors, respectively, of Parent and Purchaser each have (i) declared it advisable that Parent and Purchaser, respectively, to enter into this Agreement and consummate the Contemplated Transactions, including the Offer and the Merger, and (ii) adopted this Agreement and approved the execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Contemplated Transactions, including the Offer and the Merger; and WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Parent and Purchaser to enter into this Agreement, certain stockholders of the Company (collectively, the “ Supporting Stockholders ”) are entering into tender and support agreements with Parent and Purchaser (the “ Support Agreements ”), pursuant to which, among other things, each Supporting Stockholder has agreed to tender all of its Shares to Purchaser in the Offer and (if applicable) vote all of its Shares in favor of the Merger, in each case on the terms and subject to the conditions set forth therein; and WHEREAS, Parent, in its capacity as sole stockholder of Purchaser, will adopt this Agreement immediately following its execution. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows: ARTICLE I THE OFFER Section 1.1. The Offer . (a) Provided that this Agreement has not been terminated and the Company has provided any information required to be provided by it for inclusion in the Offer Documents pursuant to Section 1.1(c) (and, if applicable, no earlier than the date that is two (2) Business Days after the end of a Notice Period) Purchaser will, and Parent will cause Purchaser to, as promptly as practicable after the date of this Agreement ((A) but in no event later than the tenth (10 th ) Business Day following the date of this Agreement, provided , that if the principal offices of the SEC in Washington, D.C. are not open to accept filings on such date, the first day after such date that the principal offices of the SEC in Washington, D.C. are open to accept filings, and (B) without the consent of the Company (not to be unreasonably withheld, delayed, or conditioned), in no event earlier than the date specified in clause (A) ), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “ Exchange Act ”)) the Offer to purchase for cash any (subject to the Minimum Tender Condition) and all Shares at the Offer Price. The obligation of Purchaser (and of Parent to cause Purchaser) to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex I (the “ Offer Conditions ”). Unless extended in accordance with Section 1.1(b) (or as required by any rule, regulation, interpretation or position of the SEC, the staff thereof, or The Nasdaq Stock Market LLC (“ Nasdaq ”) applicable to the Offer), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20 th ) day following the date of commencement of the Offer (provided that if such date is not a Business Day, the Offer will expire on the next succeeding Business Day) (the “ Initial Expiration Date ”), or, if the Offer has been extended in accordance with Section 1.1(b) , at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(b) , the “ Expiration Date ”). Purchaser expressly reserves the right at any time or, from time to time, in its sole discretion, to waive any Offer Condition or modify or amend the terms of the Offer, in whole or in part, including the Offer Price, except that, without the prior written consent of the Company, Purchaser may not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend, modify, or waive the Minimum Tender Condition, (D) add to the Offer Conditions, (E) amend or modify the Offer Conditions in a manner adverse -6- to the holders of Shares, (F) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(b) , or (G) make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Purchaser to consummate the Offer. (b) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver (to the extent permitted hereunder) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser will accept for purchase and pay for any and all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after such scheduled Expiration Date (the date and time of acceptance for payment, the “ Acceptance Time ”). Purchaser shall not permit holders of Shares to tender Shares pursuant to the Offer pursuant to guaranteed delivery procedures. Purchaser will (A) extend the Offer for one (1) or more periods of time of up to ten (10) Business Days per extension (or such other period of time agreed by Parent and the Company) if at any scheduled Expiration Date any Offer Condition (subject to the next succeeding sentence, other than solely (x) the Minimum Tender Condition and (y) any such conditions that by their nature are to be satisfied at the expiration of the Offer) is not satisfied and has not been waived (to the extent permitted hereunder) and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof, or Nasdaq applicable to the Offer; provided , that , Purchaser is not required to, and Purchaser will not, under any circumstances, without the prior written consent of the Company, extend the Offer beyond the Outside Date. In addition, if at the otherwise scheduled Expiration Date, each Offer Condition (other than the Minimum Tender Condition and any such conditions that by their nature are to be satisfied at the expiration of the Offer) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Purchaser may elect to (and if so requested by the Company, Purchaser shall) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Purchaser), but not more than ten (10) Business Days each (or for such longer period as may be agreed to by Parent and the Company); provided , that , the Company shall not request Purchaser to, and Purchaser shall not be required to, extend the Offer pursuant to this sentence on more than two (2) occasions in consecutive periods of ten (10) Business Days each (or such longer or shorter period as the Company and Purchaser may agree in writing). The Company will register (and will instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective immediately after the Acceptance Time. (c) On the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (collectively with all amendments and supplements thereto, the “ Schedule TO ”) with respect to the Offer that includes as exhibits the offer to purchase and related letter of transmittal, summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “ Offer Documents ”), will disseminate the Offer Documents to the holders of Shares and will announce the commencement of the Offer via a press release issued prior to 10:00 a.m. Eastern Time on the date of commencement of the Offer, which press release will include an active hyperlink to a website address where holders of Shares may access the Offer Documents, in each case, as and to the extent required by applicable federal securities Laws. The Company will furnish promptly to Parent and Purchaser all information reasonably requested by Parent and Purchaser concerning the Company and required by applicable -7- federal securities Laws to be set forth in the Offer Documents. Except with respect to any amendments filed in connection with an Acquisition Proposal or a Change of Board Recommendation, Parent and Purchaser will afford the Company a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Except with respect to comments related to an Acquisition Proposal or in connection with a Change of Board Recommendation, Parent and Purchaser will (i) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents, (ii) consult with the Company regarding any such comments prior to responding thereto and (iii) promptly provide the Company with copies of any responses to any such comments. Each of Parent, Purchaser and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it has become aware that such information has become false or misleading in any material respect. Parent and Purchaser will take all steps necessary to cause the Offer Documents as so corrected to be promptly filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. (d) Parent will provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (e) Purchaser will not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII . If this Agreement is terminated pursuant to Article VIII , Purchaser will terminate the Offer promptly (and in any event within one (1) Business Day of such termination of this Agreement pursuant to Article VIII ) and Purchaser will not acquire any Shares pursuant to the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Article VIII prior to the acquisition of Shares in the Offer, Purchaser will promptly (and in any event within two (2) Business Days of such termination) return, and will cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares tendered into the Offer to the registered holders thereof. (f) The (i) Offer Price and (ii) Merger Consideration will be adjusted appropriately to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares of the Company, or any stock dividend or stock distribution occurring (or for which a record date is established) after the date of this Agreement and prior to (A) the payment by Purchaser for Shares validly tendered and not validly withdrawn in connection with the Offer (with respect to the Offer Price) or (B) the Effective Time (with respect to the Merger Consideration); provided that nothing in this Section 1.1(f ) shall permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement. Section 1.2. Company Consent; Schedule 14D-9 . On the date of the filing of the Offer Documents, as promptly as practicable thereafter, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the “ Schedule 14D-9 ”) containing, subject to the conditions set forth herein, the Company Board Recommendation and the fairness opinion delivered by Centerview Partners -8- LLC (“ Centerview ”); provided , that , in the event a Notice Period has occurred or is occurring, the Company may delay the filing of the Schedule 14D-9 until the date that is two (2) Business Days after the end of the Notice Period. The Company will include in the Schedule 14D-9 the information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL. The Company will establish the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL; provided , that , such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent a Change of Board Recommendation, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Shares. Parent and Purchaser, absent a Change of Board Recommendation, will disseminate a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Shares. Parent and Purchaser will furnish promptly to the Company all information concerning Parent and Purchaser reasonably requested by the Company or required by applicable federal securities Laws to be set forth in the Schedule 14D-9. Except with respect to any amendments filed in connection with an Acquisition Proposal or a Change of Board Recommendation, Parent and Purchaser will be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company will (i) promptly provide Parent, Purchaser and their counsel with a copy of any written comments (or a description of any oral comments) received by the Company or its counsel from the SEC or its staff with respect to the Schedule 14D-9, (ii) consult with Parent and Purchaser regarding any such comments prior to responding thereto and (iii) promptly provide Parent and Purchaser with copies of any responses to any such comments, in each case, except with respect to comments related to an Acquisition Proposal or in connection with a Change of Board Recommendation. Each of the Company, Parent and Purchaser will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it has become aware that such information has become false or misleading in any material respect. The Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. Section 1.3. Stockholder Lists . In connection with the Offer, the Company will cause its transfer agent to promptly furnish Parent and Purchaser with mailing labels, security position listings and computer files containing the names and addresses of the record holders of Shares as of a recent practicable date (such date, the “ Stockholder List Date ”), and the Company will furnish or cause to be furnished to Parent and Purchaser such information and assistance (including periodic updates of such information) as Parent or Purchaser or their agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Shares. Except for such actions as are reasonably necessary to disseminate the Offer Documents, each of Parent and Purchaser will hold and use all information and documents provided to it under this Section 1.3 in accordance with the agreement regarding confidentiality, by and between Parent and the Company, dated September 3, 2025 (as amended or waived, the “ Confidentiality Agreement ”) and will use such information and documents only in connection with the Offer, and, if this Agreement has been terminated by Parent or Purchaser, will return to the Company or destroy all such information and documents (and all copies thereof). -9- ARTICLE II THE MERGER Section 2.1. The Merger . Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger (the “ Surviving Corporation ”). Section 2.2. Closing ; Effective Time . Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251 of the DGCL), the closing of the Merger (the “ Closing ”) will take place (i) at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts or by electronic exchange of deliverables as soon as practicable following consummation of the Offer, but in no event later than the first (1 st ) Business Day, after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or (ii) at such other place or on such other date as Parent and the Company may mutually agree (such date, the “ Closing Date ”). At the Closing, the parties hereto will cause the Merger to be consummated by filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Purchaser and the Company, being hereinafter referred to as the “ Effective Time ”) and will make all other filings or recordings required under the DGCL in connection with the Merger. Section 2.3. Effects of the Merger . The Merger will have the effects set forth herein and in the DGCL. Section 2.4. Certificate of Incorporation and Bylaws of the Surviving Corporation . (a) At the Effective Time, the certificate of incorporation of the Company will, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex II , and as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law, subject to Section 6.5 . (b) At the Effective Time, and without any further action on the part of the Company or Purchaser, the bylaws of the Company will be amended and restated in their entirety so as to read in the form of Annex III , and, as so amended, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, in accordance with the certificate of incorporation of the Surviving Corporation and as provided by applicable Law, subject to Section 6.5 . Section 2.5. Directors and Officers . (a) The directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Purchaser immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case, until the earlier of his or her death, resignation or removal, or until his or her successor is duly elected and qualified. -10- (b) Prior to the Closing, the Company shall request that each director of the Company or its Subsidiary immediately prior to the Effective Time and, if so requested by Parent, each officer of the Company execute and deliver a letter effectuating his or her resignation as a member of the Board of Directors and an officer of the Company, respectively, to be effective as of the Effective Time. Section 2.6. Merger Without a Vote of Stockholders . The Merger will be governed by Section 251(h) of the DGCL. The parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation of the Offer, without a vote of the holders of any Shares in accordance with Section 251(h) of the DGCL. ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS Section 3.1. Conversion of Securities . At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any of the following securities, the following will occur: (a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “ Merger Consideration ”), and as of the Effective Time, all such Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable with respect to such Shares in accordance with Section 3.4 ; (b) each Share held in the treasury of the Company or owned by the Company or its Subsidiary and each Share owned by Ultimate Parent, Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Ultimate Parent, Parent or Purchaser immediately prior to the Effective Time will be cancelled and retired without any conversion thereof; and no payment or distribution will be made with respect thereto; (c) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into one (1) share of common stock of the Surviving Corporation, which shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) each Dissenting Share immediately prior to the Effective Time will be cancelled and retired without any conversion thereof, and Dissenting Shares will thereafter only represent the right to receive payment pursuant to Section 262 of the DGCL and as described in Section 3.3 . -11- Section 3.2. Treatment of Equity Awards ; Company ESPP . (a) Prior to the Effective Time, the Company Board (or the committee administering the applicable Company Equity Plan or Company ESPP) will take all actions necessary to effectuate the provisions of this Section 3.2 and will adopt resolutions providing for the treatment of the Company Equity Plans, Company Equity Awards and Company ESPP as set forth in this Section 3.2 . Any such actions or resolutions shall be subject to Parent’s prior review and reasonable comment (which comments shall be considered, in good faith, by the Company). (i) each Company Stock Option that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time, and the holder of such cancelled Company Stock Option will be entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable withholding Taxes pursuant to Section 3.6 ) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time (assuming full vesting of such Company Stock Option) multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option; (ii) each Company RSU that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time, and the holder of such cancelled Company RSU will be entitled to receive in consideration of the cancellation of such Company RSU, an amount in cash (without interest and less applicable withholding Taxes pursuant to Section 3.6 ) equal to the product of (x) the total number of Shares subject to (or deliverable under) such Company RSU immediately prior to the Effective Time (assuming full vesting of such Company RSU) multiplied by (y) the Offer Price; (iii) each Company PSU that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time, and the holder of such cancelled Company PSU will be entitled to receive in consideration of the cancellation of such Company PSU, an amount in cash (without interest and less applicable withholding Taxes pursuant to Section 3.6 ) equal to the product of (x) the total number of Shares subject to (or deliverable under) such Company PSU immediately prior to the Effective Time (assuming applicable performance goals are achieved in full), multiplied by (y) the Offer Price; and (iv) subject to Section 3.6, Parent will make (or cause the Surviving Corporation to make) all payments to former holders of Company Equity Awards required under this Section 3.2(a ) as promptly as practicable after the Effective Time, and in any event, no later than the first regularly scheduled payroll date that is at least five (5) Business Days after the Effective Time. (b) The Company will continue to operate the Company ESPP in accordance with its terms and past practice for the Offering (as defined in the Company ESPP) in effect on the date of this Agreement (“ Current Purchase Period ”). If the Effective Time is expected to occur prior to the end of the Current Purchase Period, the Company will take action to provide for an earlier Exercise Date (as defined in the Company ESPP) (including for purposes of determining the Option Price (as defined in the Company ESPP) for the Current Purchase Period) (such earlier date, the “ Early ESPP Exercise Date ”). The Early ESPP Exercise Date will be prior to the Effective Time and as close to the Effective Time as is administratively practicable. The Company will suspend the commencement of any Offering commencing after the end of the Current Purchase Period unless and until this Agreement is terminated and will terminate the Company ESPP as of or prior to the Effective Time. -12- Section 3.3. Dissenting Shares . (a) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly exercises and perfects its respective demand for appraisal of such Shares in accordance with Section 262 of the DGCL (the “ Dissenting Shares ”) will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or effectively withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a holder of Shares who has properly exercised appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL, and such Shares will cease to exist. A holder of Dissenting Shares will be entitled only to receive payment of the appraised value of such Shares in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder effectively withdraws or loses his, her, or its right to appraisal in accordance with Section 262 of the DGCL, in which case such Dissenting Shares will be treated as if such Shares had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates, pursuant to Section 3.1 . (b) The Company will give Parent prompt notice of any written demands for payment of fair value received by the Company, and any withdrawals thereof, received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or voluntarily make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, the Company shall not be required to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands unless such settlement is conditioned on the Closing. (c) If any holder of Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such holder’s right to obtain payment of the fair value of such holder’s Dissenting Shares under the DGCL, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such holder’s Shares will no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, will be treated as if such holder’s Shares, as of the Effective Time, had been converted into the right to receive the Merger Consideration, without interest thereon, as set forth in Section 3.1(a) . Section 3.4. Surrender of Shares . (a) Prior to the Acceptance Time, Parent will deposit or cause to be deposited with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “ Paying Agent ”) cash in an amount sufficient to pay the aggregate Offer Price (calculated for the purposes of this Section 3.4(a) assuming that all outstanding Shares are tendered into the Offer), and Parent will cause the Paying Agent to timely make all payments contemplated in Section -13- 3.4(b) . Such cash may be invested by the Paying Agent as directed by Parent; provided (i) that such investments must be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (ii) no such investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Article III and (iii) no such investment will have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. No loss incurred with respect to such investments will decrease the amounts payable pursuant to this Agreement. In the event that the amount of cash held by the Paying Agent is insufficient to pay the aggregate Offer Price, Parent will promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make all such payment pursuant to Section 3.4(b) . The aggregate Offer Price as so deposited with the Paying Agent will not be used for any purpose other than to fund payments pursuant to Section 3.4(b) , except as expressly provided for in this Agreement. Any portion of the cash made available to the Paying Agent in respect of any Dissenting Shares will be returned to Parent, upon demand. (b) As promptly as practicable after the Effective Time (and in any event within three (3) Business Days thereafter), Parent will cause the Paying Agent to mail to each holder of record of a certificate (a “ Certificate ”), if any, that immediately prior to the Effective Time represented outstanding Shares which were converted pursuant to Section 3.1 into the right to receive the Merger Consideration, (i) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent (which will (x) specify that delivery will be effected, and risk of loss and title to the Certificate will pass, only upon delivery of such Certificate (or effective affidavits of loss in lieu thereof) to the Paying Agent and (y) contain such other provisions in customary form and reasonably acceptable to Parent and the Company) and (ii) instructions for effecting the surrender of the Certificate as well as the delivery of a duly completed letter of transmittal, and such other customary documents, each in a form reasonably acceptable to Parent, as may be reasonably required to be delivered pursuant to the instructions contained in the letter of transmittal (or effective affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and properly completed, and such other customary documents, each in a form reasonably acceptable to Parent, as may be reasonably required to be delivered pursuant to the instructions of such letter of transmittal, the holder of such Certificate will be entitled to receive in exchange therefor Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 3.4(b) , each Certificate will be deemed, at any time after the Effective Time, to represent only the right to receive the Merger Consideration and will not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation; provided , that , notwithstanding the foregoing, in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Shares may be made to a Person other than the Person in whose name the Certificates so surrendered are registered if such Certificates are properly endorsed or otherwise are in proper form for transfer and the Person requesting such payment pays any transfer or other Taxes required by reason of the Merger Consideration in respect thereof or establishes to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate. -14- (c) A holder of record of book-entry Shares (“ Book-Entry Shares ”) that immediately prior to the Effective Time represented outstanding Shares which were converted pursuant to Section 3.1 into the right to receive Merger Consideration will, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive in exchange for such Book-Entry Shares, Merger Consideration for each Share formerly represented by such Book-Entry Share, and such Book-Entry Share will be cancelled. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered; provided , that , notwithstanding the foregoing, in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Shares may be made to a Person other than the Person in whose name the Certificates so surrendered are registered if such Certificates are properly endorsed or otherwise are in proper form for transfer and the Person requesting such payment pays any transfer or other Taxes required by reason of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until such “agent’s message” (or such other evidence) is received, each Book-Entry Share will be deemed, at any time after the Effective Time, to represent only the right to receive the Merger Consideration and will not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. No interest shall be paid or accrue on the cash payable upon surrender of any Book-Entry Share. (d) At any time following the date that is twelve (12) months after the Effective Time, Parent may require the Paying Agent to deliver to Parent any funds (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration payable upon surrender of a Certificate or Book-Entry Share. None of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered, or the applicable “agent’s message” or other evidence is not received in respect of a Book-Entry Share, immediately prior to the date on which the Merger Consideration in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Body, any Merger Consideration in respect of such Certificate or Book-Entry Share will, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Corporation, free and clear of all claims or interest of any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act) previously entitled thereto. The Surviving Corporation will pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. -15- (e) From and after the Effective Time, the stock transfer books of the Company will be closed, and no subsequent transfers of Shares that were issued prior to the Effective Time will be registered. After the Effective Time, any Certificate or Book-Entry Share presented to the Surviving Corporation for transfer will be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III . (f) In the event that any Certificate has been lost, stolen or destroyed, upon the holder’s delivery of an affidavit of loss to the Paying Agent (and, if required by Parent or the Paying Agent, the posting by such holder of a bond in customary amount and upon such terms as may be reasonably required by Parent or the Paying Agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate), Parent will cause the Paying Agent to deliver as consideration for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by such Certificate. Section 3.5. Section 16 Matters . Prior to the Acceptance Time, the Company Board or a committee thereof will take all necessary and appropriate action to approve, for purposes of Section 16(b) of the Exchange Act and the related rules and regulations thereunder, the disposition by Company directors (including directors by deputization) and officers of Shares and Company Equity Awards in the Contemplated Transactions. Section 3.6. Withholding . The parties hereto and the Paying Agent (and their respective Affiliates) are entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted and withheld therefrom under the United States Internal Revenue Code of 1986 (the “ Code ”) or the Treasury Regulations thereunder, or any other applicable Law. Any compensatory amounts payable pursuant to or as contemplated by this Agreement subject to compensatory withholding, including pursuant to Section 3.2 , will be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable. To the extent that any amounts are so deducted and withheld and paid over to the appropriate Governmental Body, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as otherwise disclosed in (a) Company SEC Documents filed and publicly available after the Reference Date through at least one (1) Business Day prior to the date of this Agreement (excluding any disclosures in “risk factors” or otherwise relating to “forward-looking statements” to the extent that they are cautionary, predictive or forward-looking in nature) or (b) the confidential disclosure letter delivered by the Company to Parent and Purchaser prior to the execution and delivery of this Agreement (the “ Company Disclosure Letter ”) (it being acknowledged and agreed that clause (a) shall not apply to the representations and warranties contained in the first and last sentences of Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3 (Capital Stock)), Section 4.5(a ) (No Breach), Section 4.9(a) (Absence of Certain Developments), Section 4.21 (Brokerage), Section 4.23 (No Rights Agreement), Section 4.24 (Anti-Takeover Provisions) and Section 4.25 (No Vote Required)), the Company represents and warrants to Parent and Purchaser as follows: -16- Section 4.1. Organization and Corporate Power . The Company is a corporation validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Company has all requisite corporate power and authority and all Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to hold such Permits would not have a Company Material Adverse Effect or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date. The Company is duly qualified or authorized to do business and is in good standing in every jurisdiction (to the extent such concept exists in such jurisdiction) in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified, authorized or in good standing would not have a Company Material Adverse Effect or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date. True and complete copies of the certificate of incorporation and bylaws of the Company (the “ Company Organizational Documents ”) have been heretofore made available to Parent and Purchaser. The Company is not in violation of any provision of the Company Organizational Documents. Section 4.2. Authorization; Valid and Binding Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, assuming that the Contemplated Transactions are consummated and the Merger becomes effective in accordance with Section 251(h) of the DGCL, to consummate the Offer and the Merger. The Company Board has unanimously (a) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and the holders of the Shares, (b) declared it advisable that the Company enter into this Agreement and consummate the Contemplated Transactions, including the Offer and the Merger, (c) adopted this Agreement and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Contemplated Transactions, including the Offer and the Merger, and (d) subject to the terms and conditions of this Agreement, recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer (the “ Company Board Recommendation ”), which actions have not, as of the date of this Agreement, been rescinded, modified or withdrawn. No other corporate action pursuant to the Laws of the State of Delaware, on the part of the Company, is necessary to authorize this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Purchaser and Parent, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. Section 4.3. Capital Stock . (a) The authorized capital stock of the Company consists of (i) 140,000,000 shares of Company Class A Common Stock, (ii) 10,000,000 shares of Company Class B Common Stock, and (iii) 10,000,000 shares of Company Preferred Stock. -17- (b) As of June 4, 2026 (the “ Measurement Date ”), (i) 73,692,987 Class A Shares were issued and outstanding, (ii) 5,435,254 Class B Shares were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) an aggregate of 10,614,596 Class A Shares were reserved for future issuance under the Company Equity Plans and an aggregate of 9,476,232 Class A Shares were issuable upon or otherwise deliverable in connection with Company Equity Awards, of which 7,949,748 Class A Shares were subject to outstanding Company Stock Options, 1,166,257 Class A Shares were subject to outstanding Company RSUs, 360,227 Class A Shares were subject to outstanding Company PSUs (assuming performance goals were achieved in full), and 2,780,911 Class A Shares are eligible for issuance under the Company ESPP, of which zero Class A Shares were subject to outstanding purchase rights under the Company ESPP, and (v) an aggregate of zero Class A Shares and zero Class B Shares were held in the treasury of the Company. (c) Section 4.3(c) of the Company Disclosure Letter sets forth a true and complete list as of the Measurement Date of outstanding Company Equity Awards, including, with respect to each Company Equity Award, (i) the number of Shares subject thereto, (ii) the type of Company Equity Award, (iii) the holder thereof, (iv) the exercise price (if any), (v) the grant date, (vi) the expiration date (if any), and (vii) the vesting schedule. With respect to each Company Equity Award that is outstanding as of the date hereof, each such grant was made in accordance with the terms of the applicable Company Equity Plan and in compliance with all applicable Laws and listing requirements in all material respects. Each Company Stock Option was granted with an exercise price that was no less than the fair market value of a Class A Share on the grant date. (d) All outstanding Shares are, and all such Shares that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (e) Except as disclosed in this Section 4.3 or set forth in Section 4.3(d) of the Company Disclosure Letter or for changes since the Measurement Date resulting from the exercise of Company Stock Options or rights under the Company ESPP or settlement of Company RSUs or Company PSUs, in each case, to the extent permitted by this Agreement, on such date, the Company has no outstanding (i) shares of capital stock or other equity interests or voting securities, (ii) securities convertible or exchangeable, directly or indirectly, into capital stock of the Company, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of the Company, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or (v) bonds, debentures, notes or other Indebtedness of the Company or its Subsidiary having the right to vote on any matters on which the Company’s stockholders may vote. Section 4.4. Subsidiary . The Company’s Subsidiary is a corporation validly existing under the Laws of the jurisdiction of its organization. All of the outstanding shares of capital stock or equivalent equity interests of the Company’s Subsidiary are owned of record and beneficially, directly or indirectly, by the Company free and clear of all material Liens (other than Permitted Liens). The Company’s Subsidiary has no outstanding or authorized any options or other rights to acquire from the Subsidiary, or any obligations to issue, any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities of the Subsidiary not owned by the Company. The Company’s Subsidiary has all requisite corporate power and -18- authority and all Permits necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to hold such Permits would not have a Company Material Adverse Effect or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date. The Company’s Subsidiary (i) does not own, directly or indirectly, any Shares and (ii) is not a party to any Contract to acquire any Shares. Section 4.5. No Breach . Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Offer and the Merger will (a) conflict with or violate the Company Organizational Documents, (b) assuming all consents, approvals, authorizations and other actions described in Section 4.6 have been obtained, and all filings and obligations described in Section 4.6 have been made, conflict with or violate any Law, order, judgment or decree to which the Company, its Subsidiary or any of their properties or assets is subject, except any conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date, or (c) conflict with or result in any material breach of, constitute a material default under (with or without notice or lapse of time), result in a material violation of, give rise to a right of termination, cancellation or acceleration under any Company Material Contract, except any conflicts, breaches, defaults, violations, terminations, cancellations or accelerations that would not have a Company Material Adverse Effect. Section 4.6. Consents . Except for (a) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”), (b) applicable requirements of the Exchange Act, (c) any filings required by Nasdaq, (d) the filing of the Certificate of Merger and (e) any filings with the relevant authorities of states in which the Company or its Subsidiary is qualified to do business, in each case, neither the Company nor its Subsidiary is required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the Contemplated Transactions. Other than as stated above, no consent, approval or authorization of any Governmental Body or any other party or Person is required to be obtained by the Company or its Subsidiary in connection with its execution, delivery and performance of this Agreement or the consummation of the Contemplated Transactions, except for those consents, approvals and authorizations required under any of the Company Leases or the failure of which to obtain would not have a Company Material Adverse Effect or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date. Section 4.7. SEC Reports; Disclosure Controls and Procedures . (a) The Company has timely filed or furnished all reports and other documents with the SEC required to be filed or furnished by the Company under the Exchange Act since January 1, 2026 (such reports or documents, the “ Company SEC Documents ”). The Company’s Subsidiary is not required to file any form, report or other document with the SEC. As of their respective filing dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or Sarbanes-Oxley, as applicable, in each -19- case as in effect on the date so filed, and (ii) at the time of filing, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. (b) The financial statements contained or incorporated by reference into the Company SEC Documents (including the notes thereto) (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiary as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiary for the periods covered thereby (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments not material in amount). Since the Balance Sheet Date, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (A) any “significant deficiency” or “material weakness” in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (C) any claim or allegation regarding any of the foregoing. (c) Since the Reference Date, the Company has designed and has maintained a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the Balance Sheet Date, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. -20- (d) Since the Balance Sheet Date, neither the Company nor its Subsidiary nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or Representative of the Company or its Subsidiary has received a material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or its Subsidiary has engaged in questionable accounting or auditing practices. (e) Neither the Company nor its Subsidiary has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or Regulation S-K under the Exchange Act). Section 4.8. No Undisclosed Liabilities . Except (a) as and to the extent disclosed or reserved against on the unaudited consolidated balance sheet of the Company as of the Balance Sheet Date, that is included in the Company SEC Documents, (b) as incurred after the date thereof in the ordinary course of business, (c) for performance obligations on the part of the Company or its Subsidiary pursuant to the terms of any Company Material Contract (other than liabilities or obligations due to breaches thereunder), (d) as incurred in connection with this Agreement or the Contemplated Transactions or negotiations with other entities regarding similar potential transactions or (e) as set forth in Section 4.8 of the Company Disclosure Letter, the Company, together with its Subsidiary, does not have any material liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, in each case required by GAAP to be reflected or reserved against in the consolidated balance sheet of the Company and its Subsidiary (or disclosed in the notes to such balance sheet). Section 4.9. Absence of Certain Developments . (a) From the Balance Sheet Date to the date of this Agreement, the Company has not experienced a Company Material Adverse Effect. (b) Except in connection with the Contemplated Transactions and negotiations with other entities regarding potential agreements or transactions similar to this Agreement or the Contemplated Transactions, from the Balance Sheet Date to the date of this Agreement, the Company has carried on and operated its business in all material respects in the ordinary course of business, and neither the Company nor its Subsidiary has taken, committed or agreed to take any actions that would have been prohibited by Section 6.1(b)( i) , Section 6.1(b)(iv) , Section 6.1(b)(vi) , Section 6.1(b)(vii) , Section 6.1(b)(viii) , Section 6.1(b)(x) , Section 6.1(b)(xi) , Section 6.1(b)(xii) , Section 6.1(b)(xiii) , Section 6.1(b)(xiv ), Section 6.1(b)(xv ), Section 6.1(b)(xvi) , Section 6.1(b)(xxiii) or Section 6.1(b)(xxiv ) (or Section 6.1(b)(xxv) solely with respect to any of the foregoing) if such covenants had been in effect as of the Balance Sheet Date. Section 4.10. Compliance with Laws . (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, or prevent the Company from consummating the Contemplated Transactions on or before the Outside Date, the Company and its Subsidiary are, and have been since the Reference Date, in compliance with all Laws applicable to them, any of their properties or other assets or any of their business or operations. -21- (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, since the Reference Date, (i) neither the Company nor its Subsidiary has received any written notice from any Governmental Body that alleges (A) any material violation of any applicable Law or (B) any material fine, assessment or cease and desist order, or the suspension, revocation or material restriction of any material Company Permit, and (ii) neither the Company nor its Subsidiary has entered into any material agreement or settlement with any Governmental Body with respect to its alleged violation of any applicable Law. (c) The Company and each of its officers and directors are in material compliance with, and have since the Reference Date complied in all material respects with, (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated under such act (“ Sarbanes-Oxley ”) or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (d) Since the Reference Date, each of the Company and its Subsidiary has filed all material regulatory reports, schedules, statements, documents, filings, submissions, forms, registrations and other documents, together with any amendments required to be made with respect thereto, and has maintained all material records, that each was required to file with the FDA and any other federal, state, local or foreign Governmental Body that is concerned with or regulates the marketing, sale, use, handling and control, safety, efficacy, reliability or manufacturing of drug products. Section 4.11. Title to Tangible Properties . (a) The Company and its Subsidiary hold good and valid title to, or hold pursuant to good, valid and enforceable leases or other comparable contract rights, all of the tangible personal property and other tangible assets necessary for the conduct of the business of the Company and its Subsidiary, taken as a whole, as currently conducted, in each case free and clear of any Liens (other than Permitted Liens), except where the failure to do so would not have a Company Material Adverse Effect. (b) The leased real property described in Section 4.11(b) of the Company Disclosure Letter (the “ Company Leased Real Property ”) is a true and complete list of all of the real property leased by the Company or its Subsidiary as of the date of this Agreement. There are no subleases, licenses, occupancy agreements, consents, assignments, purchase agreements, or other contracts granting to any Person (other than the Company or its Subsidiary) the right to use or occupy the Company Leased Real Property, and, to the Company’s Knowledge, no other Person (other than the Company and its Subsidiary) is in possession of the Company Leased Real Property (except pursuant to Permitted Liens). The leases for the Company Leased Real Property (collectively, the “ Company Leases ”) are in full force and effect. Except as would not have a Company Material Adverse Effect, each of the Company Leases is valid, binding and enforceable on the Company or its Subsidiary that is a party to such Company Lease and, to the Company’s Knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, -22- fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity, and is in full force and effect, and the Company or its Subsidiary has performed all material obligations required to be performed by it to date under each such Company Lease. Neither the Company nor its Subsidiary nor, to the Company’s Knowledge, any other party to the Company Leases is in default in any material respect under any of such Company Leases, nor has the Company or its Subsidiary given or received written notice of termination, cancellation, breach, or default under any such Company Lease, which breach or default has not been cured. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Company Leases, and, to the Company’s Knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under the Company Leases. There are no outstanding options, rights of first offer or rights of first refusal in favor of any other party to purchase or lease the Company Leased Real Property or any portion thereof or interest therein (except pursuant to a Permitted Lien). (c) The Company and its Subsidiary do not own any real property. Section 4.12. Tax Matters . (a) Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiary have timely filed (taking into account any applicable extensions) all Tax Returns required to be filed by them, (ii) such Tax Returns are true, complete and correct in all respects and (iii) the Company and its Subsidiary have paid all Taxes owed by them (whether or not shown as due and payable on any such Tax Return). (b) Except as would not have a Company Material Adverse Effect, (i) there are no Liens for Taxes (other than Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves are established in the financial statements in accordance with GAAP) upon any of the assets of the Company or its Subsidiary and (ii) to the Company and its Subsidiary have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, shareholder or other Person and complied with all information reporting and backup withholding provisions of applicable Law. (c) Except as would not have a Company Material Adverse Effect, no U.S., federal, state, local or non-U.S. Actions relating to Taxes are pending, threatened in writing or being conducted with respect to the Company or its Subsidiary, no Tax Returns of the Company or its Subsidiary are under audit, examination or investigation by any Taxing Authority, no Taxing Authority has asserted any deficiency, adjustment or claim with respect to Taxes against the Company or its Subsidiary that has not been resolved with respect to any taxable period for which the period of assessment or collection remains open and no Taxing Authority has provided the Company or its Subsidiary written notice of a claim where the Company or the Subsidiary does not pay a certain Tax or file a certain type of Tax Return that the Company or applicable Subsidiary is subject to taxation by that jurisdiction or is required to file a certain type of Tax Return in that jurisdiction. -23- (d) Except as would not have a Company Material Adverse Effect, there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Tax of the Company or its Subsidiary that is currently in force, and no power of attorney with respect to Taxes has been filed or entered into with any Taxing Authority and remains in effect. (e) Except as would not have a Company Material Adverse Effect, neither the Company nor its Subsidiary (i) is a party to or bound by any Tax allocation, sharing or similar agreement (other than any commercial agreement entered into in the ordinary course of business that does not relate primarily to Taxes and other than agreements solely among the Company and its Subsidiary), (ii) has been a member of an affiliated group filing a combined, consolidated or unitary Tax Return (other than a group consisting solely of the Company and its Subsidiary) or (iii) has liability for the Taxes of any Person (other than the Company or its Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a successor or transferee. (f) Except where the failure to do so would not have a Company Material Adverse Effect, neither the Company nor its Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in the method of accounting made prior to the Closing, (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) executed on or prior to the Closing, (iii) any installment sale or open transaction disposition entered into on or prior to the Closing or (iv) any prepaid amount received or deferred revenue accrued on or prior to the Closing. (g) Neither the Company nor its Subsidiary has entered into or participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (h) Within the last two years, neither the Company nor its Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or 361 of the Code. (i) Except as would not have a Company Material Adverse Effect, neither the Company nor its Subsidiary has made a request for an advance tax ruling, request for technical advice, a request for a change of any method of accounting or any similar request that is in progress or pending with any Taxing Authority with respect to any amount of Taxes. (j) Except as would not have a Company Material Adverse Effect, there is no unclaimed property or escheat obligation with respect to property or other assets held or owned by the Company and its Subsidiary, and the Company and its Subsidiary are in compliance in all material respects with applicable Law relating to unclaimed property or escheat obligations. Section 4.13. Contracts and Commitments . (a) Except for any Company Plans (excluding with respect to Section 4.13(a)(iii )), as of the date of this Agreement, neither the Company nor its Subsidiary is a party to or bound by any: -24- (i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or its Subsidiary that was required to be, but has not been, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, or any Company SEC Documents filed after the date of filing of such Form 10-K until the date of this Agreement; (ii) Contract (A) relating to the disposition or acquisition by the Company or its Subsidiary of a material amount of assets, other than the purchase or sale of inventory, raw materials, drug products or substances by the Company or its Subsidiary, that contains any material ongoing obligations (including, indemnification, “earn-out” or other contingent obligations) that are still in effect or (B) pursuant to which the Company or its Subsidiary will acquire any ownership interest in any other Person or other business enterprise other than the Company’s Subsidiary; (iii) collective bargaining agreement or similar Contract with any labor union, trade union, works council, employee’s association or other similar employee representative body; (iv) Contract establishing any joint venture, partnership, or collaboration; (v) Contract (A) prohibiting or materially limiting the right of the Company or its Subsidiary to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or its Subsidiary to purchase or otherwise obtain any material product or material service exclusively from a single party, to purchase a specified minimum amount of goods or services, or sell any material product or material service exclusively to a single party, (C) requiring the Company or its Subsidiary (or, after the Closing, Parent or any of its Affiliates) to conduct any business on a “most favored nations” basis with any third party or (D) under which any Person has been granted the right to manufacture, sell, market or distribute any Product on an exclusive basis to any Person or group of Persons or in any geographical area; (vi) Contracts in respect of Indebtedness for borrowed money of $250,000 or more, other than intercompany loans among the Company and its Subsidiary; (vii) Contract between the Company or its Subsidiary, on the one hand, and any of their respective directors, officers or other Affiliates (other than the Company and its Subsidiary), on the other hand; (viii) Contract (i) relating to the voting or registration of any securities or any stockholders’, investor rights, tax receivables or similar or related Contracts with respect to any securities of the Company or its Subsidiary or (ii) standstill or similar provision that prohibits or purports to prohibit a proposal being made in favor of a party other than the Company or its Subsidiary; (ix) Contract containing a right of first refusal, right of first negotiation or right of first offer with respect to any equity interests or assets that have a fair market value or purchase price of more than $1,000,000 in favor of a party other than the Company or its Subsidiary; -25- (x) Contract pursuant to which the Company or its Subsidiary (A) receives a license, sublicense, covenant not to sue, right to use, option, right of first refusal or first offer or other similar preferential right or immunity with respect to any Intellectual Property of a third party that is material to the conduct of the Company’s business or the conduct of its Subsidiary’s businesses or (B) has granted to a third party a license, sublicense, covenant not to sue, right to use, option, right of first refusal or first offer or other similar preferential right or immunity with respect to or under any Owned Intellectual Property or Licensed Intellectual Property that is material to the conduct of the Company’s business or the conduct of its Subsidiary’s businesses, in each case, (A) and (B) , other than any Incidental IP Contract; (xi) Contract that requires by its terms, or is reasonably expected to require, the payment or delivery of cash or other consideration to or by the Company or its Subsidiary in an amount in excess of $4,000,000 during (A) the current fiscal year or (B) any subsequent fiscal year, and in the case of clause (B) which cannot be cancelled by such the Company or its Subsidiary without penalty or further payment upon not more than ninety (90) days’ notice; (xii) corporate integrity agreements, consent decrees, deferred prosecution agreements, or other similar types of agreements with Governmental Bodies that have existing or contingent performance obligations; (xiii) Contracts of the Company or its Subsidiary relating to the settlement of any litigation proceeding that provide for any continuing material obligations on the part of the Company or its Subsidiary; (xiv) Contracts of the Company or its Subsidiary that prohibit, limit or restrict the payment of dividends or distributions in respect of the capital stock of the Company or its Subsidiary or otherwise prohibit, limit or restrict the pledging of capital stock of the Company or its Subsidiary or prohibit, limit or restrict the issuance of guarantees by the Company or its Subsidiary other than the Company Equity Plans or any Contracts evidencing awards granted under the Company Equity Plans; (xv) Contracts with third party manufacturers and suppliers for the manufacture and/or supply of materials or products in the supply chain for Products that involve payments in excess of $4,000,000 during the current or a subsequent fiscal year; (xvi) Contracts that (A) provide for the research, development, commercialization or manufacture of any Key Product and (B) are material the Company’s business with respect to such Key Product, and in each case that involve payments in excess of $4,000,000 during the current or a subsequent fiscal year; or (xvii) Contract to enter into any of the foregoing. Each such Contract described in clauses (i) through (xvii ) above of this (a) or excluded therefrom due to the exception of being filed as an exhibit to the Company SEC Documents, together with each Company Lease listed in Section 4.11(b) of the Company Disclosure Letter but excluding, in all cases, each Company Plan, is referred to herein as a “ Company Material Contract .” -26- (b) (i) Except as would not have a Company Material Adverse Effect, neither the Company nor its Subsidiary (A) is, or has received written notice that any other party to any Company Material Contract is, in violation or breach of or default (with or without notice or lapse of time or both) under or (B) has waived or failed to enforce any rights or benefits under any Company Material Contract to which it is a party or any of its properties or other assets is subject, (ii) there has occurred no event giving to others any right of termination, material amendment or cancellation of (with or without notice or lapse of time or both) any such Company Material Contract and (iii) each such Company Material Contract is in full force and effect and is a legal, valid and binding agreement of, and enforceable against, the Company or its Subsidiary, and, to the Knowledge of the Company, each other party thereto. As of the date of this Agreement, no party to any Company Material Contract has given any written notice of termination or cancellation of any Company Material Contract or that it intends to seek to terminate or cancel any Company Material Contract (whether as a result of the Contemplated Transactions or otherwise). There are no oral Company Material Contracts. Section 4.14. Intellectual Property . (a) Section 4.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of all (i) Patents, (ii) Trademarks and (iii) Copyrights, as applicable, in each instance, that are owned or purported to be owned by the Company or its Subsidiary and that are registered with a Governmental Body as of the date of this Agreement, or with respect to which the Company or its Subsidiary has filed an application for registration pending as of the date of this Agreement, except for any such Patents, Trademarks, or Copyrights that have been abandoned by the Company or its Subsidiary as of the date of this Agreement in the normal course of business or for which registration has expired (collectively, with Registered Domain Names, “ Company Registered Intellect ual Property ”), indicating for each such item in (i), (ii), and (iii), as applicable and as of the date of this Agreement, the name of the current legal owner(s), the jurisdiction of application/registration, the application/registration number and the filing/issuance or registration date. Section 4.14(a) of the Company Disclosure Letter also sets forth, as of the date of this Agreement, a list of all internet domain names owned or purported to be owned by the Company or its Subsidiary, indicating for each such domain name, the registrant (“ Registered Domain Names ”). The Company and its Subsidiary have timely paid all registration, maintenance and renewal fees and have timely made all filings required by Governmental Bodies to maintain their respective ownership of, and the validity and enforceability of, all material Company Registered Intellectual Property. (b) The Company and its Subsidiary solely own all Owned Intellectual Property and, to the Knowledge of the Company, have the valid and enforceable right to use all Licensed Intellectual Property material to or necessary for the conduct of their respective businesses, free and clear of all Liens (other than Permitted Liens); provided that, the foregoing shall not be deemed a representation or warranty that any such Intellectual Property is valid or enforceable, which subject matter is addressed exclusively in the following two sentences, the last sentence of Section 4.14(a) and the last sentence of Section 4.14(g) . All (A) material Company Registered Intellectual Property that has issued or that is registered with a Governmental Body (but excluding any pending -27- applications) is subsisting, unexpired, and, to the Knowledge of the Company, valid and enforceable and (B) applications within the material Company Registered Intellectual Property are pending and being prosecuted in good faith in the ordinary course of business. No material Owned Intellectual Property issued or registered with a Governmental Body (excluding pending applications) has been adjudged invalid or unenforceable in whole or in part. To the Knowledge of the Company, no adverse restrictions exist on the legitimate use of material Owned Intellectual Property (excluding pending applications) or on the license or transfer of the material Owned Intellectual Property. (c) To the Knowledge of the Company, the consummation of the transactions contemplated by this Agreement will not (i) alter, encumber, impair or extinguish any Owned Intellectual Property or Licensed Intellectual Property or (ii) impair the right of Parent or any of its Affiliates to develop, use, sell, license or otherwise dispose of, or to bring any action for the infringement, misappropriation or other violation of, any Owned Intellectual Property or the Company’s or its Subsidiary’s rights under any Licensed Intellectual Property, in each case, (i) and (ii), in any material respect. (d) To the Knowledge of the Company, the Company’s and its Subsidiary’s conduct of their respective businesses do not materially infringe, misappropriate or otherwise violate, and have not, since the Reference Date (but, with respect to Patents, in the past six (6) years), materially infringed, misappropriated or otherwise violated, any valid and enforceable Intellectual Property of any Person. (e) The Company and its Subsidiary have not received, since the Reference Date (but, with respect to Patents, in the past six (6) years), any written notice from any Person claiming that the conduct of the Company’s business or the conduct of its Subsidiary’s businesses misappropriates, infringes, or otherwise violates the Intellectual Property of any Person or based upon, or challenging or seeking to deny or restrict, the rights of the Company or its Subsidiary in any of the material Owned Intellectual Property or Licensed Intellectual Property. (f) To the Knowledge of the Company, neither the Owned Intellectual Property nor the Licensed Intellectual Property is being or has been infringed, misappropriated or otherwise violated by any Person in any material respect, and since the Reference Date (but, with respect to Patents, in the past six (6) years) through the date of this Agreement, there have been no Actions pending or threatened by the Company or its Subsidiary relating to the same. (g) Since the Reference Date (but, with respect to Patents, in the past six (6) years), there has been no material Actions pending, or to the Knowledge of the Company, threatened, against the Company or its Subsidiary relating to Intellectual Property (but excluding any routine examination proceeding, office action, or other correspondence issued by any Governmental Body in connection with the prosecution of any pending patent application or trademark application in the ordinary course of business), including any material Action (i) based upon, or challenging or seeking to deny or restrict, the rights of the Company or its Subsidiary in any of the Owned Intellectual Property or Licensed Intellectual Property, (ii) alleging that the use of the Owned Intellectual Property or Licensed Intellectual Property or any products manufactured, used, imported, offered for sale or sold by the Company or its Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any third party or (iii) alleging -28- that the Company or its Subsidiary has infringed, misappropriated or otherwise violated any Intellectual Property of any third party. None of the material Owned Intellectual Property or, to the Knowledge of the Company, material Licensed Intellectual Property is subject to any outstanding injunction, order, decree, charge, consent, judgment, covenant not to sue, settlement, ruling or other disposition of dispute (but excluding any routine examination proceeding, office action, or other correspondence issued by any Governmental Body in connection with the prosecution of any pending patent application or trademark application in the ordinary course of business), in each case, that adversely restricts the use, transfer, registration or licensing of any such Owned Intellectual Property or Licensed Intellectual Property by the Company or its Subsidiary, or otherwise adversely affects the ownership, validity, scope, use, registrability, or enforceability of any such Intellectual Property. (h) The Company and its Subsidiary have taken commercially reasonable steps to protect, maintain and safeguard the Owned Intellectual Property and to require all employees, contractors and other third parties with permitted access to Trade Secrets and confidential information material to the Company or its Subsidiary to execute non-disclosure and confidentiality agreements with the Company or its Subsidiary, as applicable, and, to the Knowledge of the Company, no such Trade Secrets or material confidential information has been disclosed other than to Persons subject to such non-disclosure or confidentiality agreements. Each employee and contractor who have been involved in the creation, invention or development of material Intellectual Property for or on behalf of the Company or its Subsidiary have executed a valid and enforceable agreement pursuant to which they presently assign in writing to the Company or its Subsidiary, as applicable, all of their rights therein, except where the Company or its Subsidiary, as applicable, acquired ownership of such Intellectual Property by operation of law. To the Knowledge of the Company, there has been no material breach of any such non-disclosure, confidentiality or assignment agreement. (i) No material Owned Intellectual Property, or to the Knowledge of the Company, material Licensed Intellectual Property has been developed with any funding, facilities, personnel acting in their capacity as personnel of, or other support or resources provided by or through any Governmental Body, any foundation, nonprofit, charity, non-governmental organization, or any public or private university, college, or other educational institution or research center. Neither the Company nor its Subsidiary nor, to the Knowledge of the Company, any of their respective licensors has failed to comply with any invention disclosure, election of title or patent reporting requirements with respect to any material Owned Intellectual Property or material Licensed Intellectual Property developed with funding, facilities, personnel acting in their capacity as personnel of, or other material support or resources provided by or through any Governmental Body. (j) The Company’s and its Subsidiary’s IT Systems are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its Subsidiary as currently conducted, free and clear of all known bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not have a Company Material Adverse Effect. The Company and its Subsidiary have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material Trade Secrets and confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems used in connection with the business, -29- and there have been no breaches, violations, outages, unauthorized uses of, unauthorized accesses to or other processing of, or other security incidents involving the same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same. The Company has implemented backup and disaster recovery technology reasonably consistent with industry standards and practices. Section 4.15. Litigation . There are no and since the Reference Date there have been no material Actions pending or, to the Company’s Knowledge, threatened against or by the Company or its Subsidiary, or, to the Company’s Knowledge, any present director or officer of the Company or its Subsidiary (in such individual’s capacity as such), at law or in equity, or before or by any Governmental Body, and neither the Company nor its Subsidiary, nor to the Knowledge of the Company, any of their present directors or officers (in such individual’s capacity as such), is subject to or in violation of any outstanding material judgment, injunction, rule, order or decree of any court or Governmental Body, in each case, except as would not (i) have a Company Material Adverse Effect or (ii) prevent the Company from consummating the Contemplated Transactions on or before the Outside Date. Section 4.16. Insurance . As of the date of this Agreement, each insurance policy under which the Company or its Subsidiary is an insured or otherwise the principal beneficiary of coverage is in full force and effect, and (i) neither the Company nor its Subsidiary is in breach or default under any such insurance policy, (ii) no notice of cancellation or termination has been received with respect to any insurance policy and (iii) no event has occurred which, with notice or lapse of time, would constitute such breach or default, or permit termination, or modification, under any such insurance policy, except as would not have a Company Material Adverse Effect. Section 4.17. Employee Benefit Plans . (a) Section 4.17(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, all material Company Plans. (b) With respect to each material Company Plan, the Company has made available to Parent and Purchaser true and correct copies of the following (as applicable) prior to the date of this Agreement: (i) the current plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof (except to the extent filed as an exhibit to a Company SEC Document), (ii) the most recent summary plan description along with all summaries of material modifications thereto, (iii) all related trust instruments, insurance policies or other funding-related documents, (iv) the most recent IRS determination, advisory or opinion letter, and (v) any material, non-routine correspondence with any Governmental Body since the Reference Date. (c) Each Company Plan that is intended to meet the requirements to be qualified under Section 401(a) of the Code, and any related trust intended to be qualified under Section 501(a) of the Code, is the subject of a favorable determination letter or is covered by a favorable advisory opinion letter from the IRS, and, to the Knowledge of the Company, no fact or event has occurred which would reasonably be expected to adversely affect the qualified status of any such Company Plan or related trust. Except to the extent such noncompliance would not reasonably be -30- expected to result in material Liability to the Company and its Subsidiary, taken as a whole, each Company Plan has been established, administered, contributed to and maintained in accordance with its terms and the requirements of the applicable provisions of the Code, the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and other applicable Law, and all contributions and premium payments required to have been paid under or with respect to any Company Plan have been timely paid or accrued in accordance in all material respects with the terms of the Company Plan. (d) Except as would not reasonably be expected to result in a material Liability to the Company and its Subsidiary, taken as a whole, (i) with respect to each Company Plan, there are no Actions pending or, to the Knowledge of the Company, threatened, other than routine claims for benefits, and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Actions and (ii) to the Knowledge of the Company, no Company Plan is currently under investigation or audit by ay Governmental Body for any violation or non-compliance and, to the Knowledge of the Company, no such investigation or audit is contemplated or under consideration. (e) Except as set forth on Section 4.17(e) of the Company Disclosure Letter, neither the Company nor its Subsidiary, nor any of their respective ERISA Affiliates, has at any time within the last six (6) years sponsored, contributed to, or has been required to contribute to a plan that is or was during such period (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” as described in Section 413(c) of the Code or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. Except as provided for pursuant to any Company Plan listed on Section 4.17 (e) of the Company Disclosure Letter, none of the Company Plans obligate the Company or its Subsidiary to provide a current or former employee, independent contractor or director (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment with the Company or its Subsidiary, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other applicable Law and for which the current or former employee, independent contractor or director (or any spouse or dependent thereof) is solely responsible for the cost thereof. (f) Except as required by applicable Law, set forth on Section 4.17(f) of the Company Disclosure Letter or, except in the case of clause (iii) below, otherwise contemplated by this Agreement, neither the execution or delivery of this Agreement, nor the consummation of the Contemplated Transactions, will, either individually or together with the occurrence of another event (including a termination of employment or service), (i) result in any payment becoming due to any current or former officer, director, employee or individual independent contractor of the Company or its Subsidiary under any Company Plan, (ii) increase or otherwise enhance any material benefits or compensation otherwise payable under any Company Plan to any current or former officer, director, employee or individual independent contractor of the Company or its Subsidiary, (iii) result in the acceleration of the time of vesting, payment or funding of any payments or benefits to any current or former officer, director, employee or individual independent contractor of the Company or its Subsidiary under any Company Plan, (iv) require the Company or its Subsidiary to set aside any assets to fund any benefits or compensation in respect of any current or former officer, director, employee or individual independent contractor of the Company -31- or its Subsidiary under any Company Plan, or (v) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code. The Company has no obligation to pay any gross-up, indemnification, reimbursement or other payment in respect of any Tax imposed under Section 4999 or Section 409A of the Code. Section 4.18. Environmental Compliance and Conditions . Except for matters that would not have a Company Material Adverse Effect: (a) the Company and its Subsidiary are, and since the Reference Date have been, in compliance with all applicable Environmental Laws; (b) the Company and its Subsidiary have obtained all Permits required under Environmental Laws to operate their business at the Company Leased Real Property as presently conducted; (c) except for matters that are resolved, neither the Company nor its Subsidiary has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws; and (d) to the Company’s Knowledge, neither the Company nor its Subsidiary has released any Hazardous Substance on, under or about the Company Leased Real Property or any other real property now or formerly occupied or used by the Company or its Subsidiary in a manner that reasonably could be expected to give rise to Liability for the Company or its Subsidiary under any Environmental Laws. Section 4.19. Employment and Labor Matters . (a) Neither the Company nor its Subsidiary is a party to or bound by, or has ever been party to or bound by, any collective bargaining agreement or other similar Contract with a labor union, trade union, works council, employee’s association or other similar employee representative body, and, to the Knowledge of the Company, no labor union, trade union, works council, employee’s association or other similar employee representative body has requested or has sought to represent any employees of the Company or its Subsidiary since the Reference Date. Neither the Company nor its Subsidiary has experienced, nor has there been any threat of, any picketing, strike, slowdown, work stoppage, lockout or material grievance, unfair labor practice charge, or similar labor dispute or organizing effort since the Reference Date. The consent or consultation of, or the rendering of formal advice by, any labor union, trade union, works council, employee’s association or other similar employee representative body is not required by applicable Law or any agreement for the Company or its Subsidiary to enter into this Agreement or to consummate the Contemplated Transactions. (b) Except to the extent such noncompliance would not reasonably be expected to result in material Liability to the Company and its Subsidiary, taken as a whole, as of the date of this Agreement, the Company and its Subsidiary are, and between the Reference Date and the date of this Agreement have been, in compliance with all Laws relating to labor and employment, including all such Laws relating to wages (including minimum wage and overtime wages), -32- discrimination, harassment, disability, compensation, hours of work, leave of absence, unemployment compensation, independent contractors, collective bargaining, equal opportunity, overtime requirements, restrictive covenants, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees under the Fair Labor Standards Act and as exempt employees and non-exempt employees), and the Worker Adjustment and Retraining Notification Act of 1988 and any similar applicable foreign, state, provincial or local “mass layoff” or “plant closing” Law (“ WARN ”). (c) Except as would not result in a material Liability to the Company and its Subsidiary, taken as a whole, (i) neither the Company nor its Subsidiary has, since the Reference Date, implemented a “mass layoff,” “employment loss” or “plant closing” (as defined by WARN) or any similar state, provincial, local or foreign law, or have incurred any Liability thereunder and (ii) during the ninety (90) day period preceding the date of this Agreement, no employee has suffered an “employment loss” as defined by WARN or any similar Law. (d) As of the date hereof and since the Reference Date, there is no and there have not been any material Actions pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiary with respect to labor and employment matters. (e) As of the date hereof and since the Reference Date, to the Knowledge of the Company, no allegations of sexual harassment or similar misconduct by an employee of the Company or its Subsidiary have been reported internally to, or threatened against, the Company or its Subsidiary that, in each case, would reasonably be expected to result in a material Liability to the Company and its Subsidiary, taken as a whole. Section 4.20. FDA and Regulatory Matters . (a) The Company holds, and has held since the Reference Date, all material Permits under the FDA Laws necessary for the lawful operation of the business of the Company as currently conducted (the “ Company Permits ”), and all such Company Permits are valid and in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, since the Reference Date, (i) the Company is, and has been, in compliance with the terms of all Company Permits, including the making of all filings, declarations, listings, registrations, reports, notices, and submissions required thereunder, and (ii) there has not occurred any violation of, default or other noncompliance under any Company Permit. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, there is no Action pending or, to the Knowledge of the Company, threatened seeking the revocation, withdrawal, suspension, cancellation, termination or modification of any material Company Permit. To the Knowledge of the Company, the Contemplated Transactions, in and of themselves, will not cause the revocation or cancellation of any material Company Permit pursuant to the terms of any such Company Permit. (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, since the Reference Date, all Products that are subject to the jurisdiction of the FDA or other similar Governmental Body are being researched, developed, manufactured, imported, exported, labeled, marketed, promoted, and distributed by the Company and its Subsidiary in compliance with all applicable FDA Laws. -33- (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, since the Reference Date, (i) neither the Company nor its Subsidiary have committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” and (ii) neither the Company nor its Subsidiary nor, to the Knowledge of the Company, any of their respective officers or employees has been convicted of a crime that has resulted in debarment under 21 U.S.C. Section 335a. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, since the Reference Date, none of the Company nor its Subsidiary has received any warning letter, untitled letter, adverse inspectional finding, penalty, fine, sanction, notice of violation letter, Form FDA 483 or any other written notice or communication from the FDA or other similar Governmental Body alleging or asserting material noncompliance with any FDA Laws or Company Permits with respect to any Product. (e) Except as would not reasonably be expected to, individually or in the aggregate, be material to the Company, since the Reference Date, the Company has not received any written notice or communication from any institutional review board or Governmental Body (i) placing any clinical trials of any Product conducted by or on behalf of the Company on “clinical hold,” or (ii) requiring the termination or suspension of any ongoing or planned clinical trials of any Product conducted by or on behalf of the Company, including by any clinical research organization. The Company has made available to Parent and Purchaser true, correct, and complete copies of material documents and correspondence, including, as applicable, material portions of investigational new drug applications and new drug applications, submitted to or received from the FDA or any comparable Governmental Body. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, the Company has filed all annual and periodic reports, amendments and safety reports for any Product required to be made to any Governmental Body. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, the Company and its Subsidiary are, and at all times between the Reference Date and the date of this Agreement have been, in compliance with all applicable Healthcare Laws, and there is no civil, criminal, administrative, or other action, subpoena, suit, demand, claim, hearing, proceeding, notice or demand pending, received by or, to the Knowledge of the Company, overtly threatened in writing by a Governmental Body against the Company or its Subsidiary related to such Healthcare Laws. Since the Reference Date, neither the Company nor, to the Knowledge of the Company, any officer, director, employee, agent or contractor, is, nor has been, a party to any corporate integrity agreements, individual integrity agreement, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Body. -34- (g) Since the Reference Date, the manufacture of Key Products, including the Key Products used in any clinical trials, by or on behalf of the Company or its Subsidiary has been and is being conducted in material compliance with all applicable Laws including the current Good Manufacturing Practices. (h) Since the Reference Date, all clinical and preclinical studies and other studies and tests conducted by or, to the Knowledge of the Company, on behalf of the Company or its Subsidiary with respect to the Key Products have been, and if still pending are being, conducted in material compliance with all Good Clinical Practices, Good Laboratory Practices, and all applicable Healthcare Laws. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, no preclinical research, clinical study or other study or test conducted by, or to the Company’s Knowledge, or on behalf of the Company or its Subsidiary with respect to the Key Products has been terminated or suspended prior to completion. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiary, taken as a whole, neither the Company nor its Subsidiary has, as of the date hereof, received any written notice or other communication that any Governmental Body, investigator, or any relevant institutional review board, independent ethics committee or any other similar body has (i) refused to approve any preclinical or nonclinical research or clinical study, or any substantial amendment to a protocol for any preclinical or nonclinical research or clinical study, conducted or proposed to be conducted by or on behalf of the Company or its Subsidiary, or (ii) has initiated, or threatened to initiate, any action to (1) suspend any preclinical or nonclinical research or clinical study conducted by or on behalf of the Company or its Subsidiary, as applicable, with respect to the Products, (2) place any clinical study of the Key Products on “clinical hold,” (3) suspend or terminate any IND related to the Key Products, as applicable, or (4) recall, import or export or suspend the manufacture of the Key Products (collectively, “ Healthcare Correspondence ”). (i) Neither the Company nor its Subsidiary nor, to the Knowledge of the Company, any of their respective directors, officers or employees or agents has at any time since June 9, 2021, (i) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 (the “ FCPA ”), (ii) violated or is in violation of any applicable Law enacted in any jurisdiction in connection with or arising under the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions (the “ OECD Convention ”), (iii) violated or is in violation of any provision of the UK Bribery Act of 2010 (the “ UK Bribery Act ”), (iv) violated any anti-bribery or anti-corruption Law in any foreign jurisdiction, (v) made, offered to make, promised to make, or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable Law addressing matters comparable to those addressed by the FCPA, the UK Bribery Act, or the OECD Convention implementing legislation concerning such payments or gifts in any jurisdiction (any such payment, a “ Prohibited Payment ”), (vi) received written notice that it is subject to any investigation by any Governmental Body with regard to any Prohibited Payment or (vii) violated or been in violation of any other Laws regarding use of funds for political activity or commercial bribery. -35- (j) Neither the Company nor its Subsidiary nor, to the Knowledge of the Company, any of their respective directors, officers or employees or agents is a Person that is, or is owned or controlled by Persons that are: (1) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “ Sanctions ”); or (2) located, organized or resident in a country or territory that is the subject of Sanctions (currently, Cuba, Crimea, Iran and North Korea). (k) The Company and its Subsidiary, to the Knowledge of the Company, any of their respective directors, officers or employees or agents, are and have been since June 9, 2021 in compliance in all… |
EX-10.1 · d137459dex101.htm
EX-10.1
d137459dex101.htm
| Document text |
|---|
EX-10.1 · d137459dex101.htm EX-10.1 3 d137459dex101.htm EX-10.1 Exhibit 10.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “ Agreement ”), dated as of June [], 2026, is entered into by and among GlaxoSmithKline LLC, a Delaware limited liability company (“ Parent ”), Harmony Row Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”), and one or more stockholders of Nuvalent, Inc., a Delaware corporation (the “ Company ”), set forth on Schedule A hereto (each, a “ Stockholder ” and, if applicable, collectively, the “ Stockholders ”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). WHEREAS, as of the date hereof, each Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of Shares and Company Stock Options, Company RSUs and Company PSUs, if any, in each case set forth opposite such Stockholder’s name on Schedule A (all such Shares, Company Stock Options, Company RSUs and Company PSUs set forth on Schedule A next to the Stockholder’s name, together with any Shares that are hereafter issued to or otherwise directly or indirectly acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by any Stockholder prior to the valid termination of this Agreement in accordance with Section 5.2 , including for the avoidance of doubt any Shares acquired by such Stockholder upon the exercise of Company Stock Options, vesting of Company RSUs or settlement of Company PSUs after the date hereof, being referred to herein as the “ Subject Shares ”); WHEREAS, concurrently with the execution hereof, Parent, Purchaser, the Company and, solely for purposes of Section 9.14 thereof, GSK plc (“ Ultimate Parent ”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time pursuant to the terms thereof, the “ Merger Agreement ”), which provides, among other things, for Purchaser to commence an offer to purchase (the consummation of which is subject to the Offer Conditions) all of the outstanding Shares, and, following completion of the Offer, for the Merger of Purchaser with and into the Company, upon the terms and subject to the conditions set forth in the Merger Agreement; and WHEREAS, as a condition to their willingness to enter into the Merger Agreement, and as an inducement and in consideration for Parent and Purchaser to enter into the Merger Agreement, each Stockholder, severally and not jointly, and on such Stockholder’s own account with respect to the Subject Shares, has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: ARTICLE I AGREEMENT TO TENDER AND VOTE Section 1.1 Agreement to Tender . Subject to the terms of this Agreement, each Stockholder hereby agrees to validly and irrevocably tender (except in the case of termination of this Agreement or as otherwise provided by Law) or cause to be validly and irrevocably tendered (except in the case of termination of this Agreement or as otherwise provided by Law) in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised, Company RSUs that are not vested, and Company PSUs that are not settled during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances, except for Permitted Encumbrances (in each case, as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than eight (8) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any Subject Shares acquired by such Stockholder subsequent to such eighth (8 th ) Business Day, as promptly as practicable after the acquisition of such Shares), as the case may be (but, if such Subject Shares are acquired prior to the expiration of the Offer, in no event later than the expiration of the Offer), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a certificate or held in direct registry form through the Company’s transfer agent, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, together with the certificate(s) (or affidavits of loss in lieu thereof) representing all such Subject Shares that are certificated or (b) in the case of Shares held in book-entry form, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required to be delivered by the Stockholder pursuant to the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the Merger Agreement (it being understood that this sentence shall not apply to Company Stock Options that are not exercised, Company RSUs that are not vested or Company PSUs that are not settled during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered in accordance with the Offer, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2 . For clarity, no Stockholder shall be required, for purposes of this Agreement, to exercise any unexercised Company Stock Options held by such Stockholder. If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is validly terminated prior to the Acceptance Time, Purchaser shall, and Parent shall cause Purchaser to, promptly return or cause to be returned all tendered Subject Shares to the applicable Stockholder no later than five (5) Business Days after the applicable termination or withdrawal. Section 1.2 Agreement to Vote . Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the Agreement Period (as defined below), at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company, in which the vote, consent or other approval of the stockholders of the Company is sought with respect to the Offer, the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; provided that this Section 1.2(a) shall not require any Stockholder to be present or vote any of its Subject Shares with respect to any amendment, modification or waiver of any provision of the Merger Agreement, or any amendment, modification or supplement to the Offer, that (x) terminates the Offer, or (y) would constitute or result in any of the matters set forth in clauses (A) through (G) of the last sentence of Section 1.1(a)(i) of the Merger Agreement (any of the foregoing, or the Company’s consent to any of the foregoing, an “ Adverse Offer Modifications ”); and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent (if permitted at such time) with respect to, all of its Subject Shares (i) against any Acquisition Proposal (other than the Merger), (ii) against any change in membership of the Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to, prevent, materially impair or delay the consummation of the Offer, the Merger or the other Contemplated Transactions, or result in any of the Offer Conditions or conditions to the consummation of the Merger under the Merger Agreement not being fulfilled. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder represents and warrants, on its own account with respect to the Subject Shares, to Parent and Purchaser as to such Stockholder on a several basis, that: Section 2.1 Authorization; Binding Agreement . To the extent such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted (to the extent such concepts are recognized in such jurisdiction) and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder. Such Stockholder has full power and authority to execute, deliver and comply with its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, except as enforcement thereof may be limited against the Company by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies in general as from time to time in effect or (ii) generally and by general principals of equity and subject to any conflict with the federal securities laws. No other action of such Stockholder is necessary to authorize this Agreement. 2 Section 2.2 Non-Contravention . Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will (a) if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (b) require any consent, approval, order, authorization, action or permit of, or filing with or notification to, any Person on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, (c) violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any lien, pledge, charge, hypothecation, mortgage, security interest, encumbrance, claim, option, right of first refusal, right of first negotiation, preemptive right, community property interest or similar restriction of any nature (each, an “ Encumbrance ”) on any Subject Shares of such Stockholder (other than one created by Parent or Purchaser), or (e) violate any applicable Law or judgment applicable to such Stockholder or by which any of its Subject Shares are bound (except as may be required by applicable federal or state securities laws), except as would not, in the case of each of clauses (a) through (e), reasonably be expected to prevent or materially delay or materially impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact such Stockholder’s ability to comply with such Stockholder’s obligations hereunder. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. Section 2.3 Ownership of Subject Shares; Total Shares . As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will remain, the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act), as is the case on the date hereof, of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Encumbrances, except for (a) any such Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “ Permitted Encumbrances ”). The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any Shares, Company Stock Options, Company RSUs, Company PSUs or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any Shares. Section 2.4 Voting Power . Except with respect to Company Stock Options, Company RSUs and Company PSUs (but including any Shares issued upon exercise of Company Stock Options, upon the vesting of Company RSUs or upon the settlement of Company PSUs), such Stockholder has full voting power with respect to all such Stockholder’s Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided pursuant to this Agreement. Section 2.5 Reliance . Such Stockholder has been represented by or had the opportunity to be represented by independent counsel of his, her or its own choosing and has had the right and opportunity to consult with his, her or its attorney, and to the extent, if any, that such Stockholder desired, such Stockholder availed himself, herself or itself of such right and opportunity. Such Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of and compliance with this Agreement. 3 Section 2.6 Absence of Litigation . With respect to such Stockholder, as of the date hereof, there is no Action pending against, or, to the knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including any Shares, Company Stock Options, Company RSUs or Company PSUs beneficially owned by such Stockholder) that could reasonably be expected to prevent or materially delay or materially impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise materially impair such Stockholder’s ability to comply with such Stockholder’s obligations hereunder. Section 2.7 Brokers . No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission from the Company in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder. Section 2.8 Other Agreements . Except for this Agreement, such Stockholder has not (a) taken any action that would or would reasonably be expected to (i) make any representation or warranty of such Stockholder set forth in this Agreement untrue, (ii) violate or conflict with such Stockholder’s covenants and obligations under this Agreement or (iii) have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement or (b) granted any proxies or powers of attorney, or any other authorization or consent with respect to any of the Subject Shares with respect to the matters set forth in Article I. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Stockholders that: Section 3.1 Organization and Qualification . Each of Parent and Purchaser is a duly organized and validly existing corporation in good standing under the Laws of the jurisdiction of its organization. Section 3.2 Authority for this Agreement . Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and comply with its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principals of equity. ARTICLE IV ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the valid termination of this Agreement in accordance with Section 5.2 : Section 4.1 No Transfer; No Inconsistent Arrangements . Except as provided hereunder or under the Merger Agreement, during the Agreement Period, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Encumbrance, other than Permitted Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge, grant a participation interest in, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, or enter into any derivative arrangement with respect to (collectively, “ Transfer ”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any 4 of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way prevent, materially delay or materially impair the compliance with such Stockholder’s obligations hereunder or the transactions contemplated hereby, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing or disabling such Stockholder from complying with any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio . Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder, (iv) pursuant to, and in compliance with, a written plan in effect as of May 12, 2026 and provided to Parent prior to execution of this Agreement that meets the requirements of Rule 10b5-1 under the Exchange Act (and only with respect to those Shares subject to such written plan as of such date), or (v) to a partnership, limited liability company or other type of entity of which the Stockholder or its immediate family are the legal and beneficial owners of all of the outstanding equity securities or similar interests and (y) any Stockholder may Transfer Subject Shares to any Affiliate of such Stockholder; provided that in any such case (other than a Transfer pursuant to clause (x)(iv) above), such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with Section 5.2 . Each Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable in writing of the number of any additional Shares, Company Stock Options, Company RSUs or Company PSUs of which such Stockholder acquires record or beneficial ownership on or after the date hereof. Section 4.2 No Exercise of Appraisal Rights . Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including pursuant to Section 262 of the DGCL, in respect of such Stockholder’s Subject Shares that may arise in connection with the Merger. Section 4.3 Documentation and Information . Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent and Parent shall have a reasonable opportunity to review and comment on such communication). Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that Parent, the Company or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any of the other Contemplated Transactions, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement, the nature of such Stockholder’s commitments and obligations under this Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Such Stockholder agrees to promptly give Parent reasonable information it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent it becomes aware that any such information shall have become false or misleading in any material respect. 5 Section 4.4 Adjustments . In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or similar transaction with respect to the capital stock of the Company affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities. Section 4.5 Waiver with Respect to Certain Actions . Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Ultimate Parent, Parent, Purchaser, the Company’s Subsidiary or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger or the other Contemplated Transactions, including any such claim (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the acceptance of the Offer or the Merger) or (b) alleging a breach of any duty of the Company Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby. Section 4.6 Waiver with Respect to Certain Actions . Each Stockholder shall not, and shall direct its Representatives not to, directly or indirectly: (a) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (b) engage in, continue or otherwise participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, any Acquisition Proposal, or (c) provide any nonpublic information or data to any Person (other than the Company, Parent and Purchaser and their respective Representatives) in connection with the foregoing, in each case except to the same extent that the Company is permitted to engage in, or take, any of the foregoing activities pursuant to Section 6.3 of the Merger Agreement. If such Stockholder receives an Acquisition Proposal that is not also addressed to the Company or one of its other Representatives (or if the Company or one of its other Representatives is not copied on any such Acquisition Proposal), then such Stockholder shall provide such Acquisition Proposal (if in written form (including, for the sake of clarity, in any e-mails or other electronic communications) or all material details of such Acquisition Proposal, if not in written form) to the Company promptly after receipt thereof and direct the Person submitting any such Acquisition Proposal to such Stockholder to comply with the requirements of Section 6.3 of the Merger Agreement in respect thereof. ARTICLE V MISCELLANEOUS Section 5.1 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and received (a) upon receipt, if delivered personally, (b) two (2) Business Days after deposit in the mail, if sent by registered or certified mail, (c) on the next Business Day after deposit with an overnight courier, if sent by overnight courier, (d) when delivered by e-mail, which e-mail must state that it is being delivered pursuant to this Section 5.1 and which notice will not be effective unless either (A) a duplicate copy of such email notice is sent on the same day for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (B) the receiving party delivers a written confirmation of receipt to the sender of such notice (excluding “out of office,” delivery failure or similar automated replies); provided that the notice or other communication is sent to the address or e-mail address set forth (i) if to Parent or Purchaser, to the address or e-mail address set forth in Section 9.2 of the Merger Agreement and (ii) if to a Stockholder, to such Stockholder’s address or e-mail address set forth on a signature page hereto, or to such other address or e-mail address as such party may hereafter specify in writing for the purpose by notice to each other party hereto. Section 5.2 Termination . This Agreement shall terminate automatically with respect to a Stockholder, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) the termination of this Agreement by written notice from Parent to the Stockholders, (d) any Adverse Offer Modification with respect to which the Stockholder did not provide its prior written consent, or (e) the delivery of written notice by such Stockholder to Parent and Purchaser at any time following the Outside Date (the period from the date hereof through such time being referred to as the “ Agreement Period ”). Upon the valid termination of this Agreement in accordance with this Section 5.2 , no party shall have any further obligations or liabilities under this Agreement; provided , however , that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful and material breach of this Agreement prior to termination hereof, (y) the provisions of this Article V shall survive any valid termination of this Agreement in accordance with this Section 5.2 and (z) Parent shall cause Purchaser to promptly return or caused to be returned to the Stockholder any Stockholder Subject Shares tendered by such Stockholder no later than five (5) Business Days after such termination. 6 Section 5.3 Amendments and Waivers . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy. No single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party and any such waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by any applicable Law. Section 5.4 Expenses . All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated. Section 5.5 Entire Agreement; Counterparts . This Agreement, together with Schedule A , the Merger Agreement and the other documents and certificates delivered pursuant hereto, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may be executed and delivered (including by email transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Section 5.6 Assignment . This Agreement shall not be assigned by any party (including by operation of law, by merger or otherwise) without the prior written consent of the other parties; provided , that Parent or Purchaser may assign any of their respective rights and obligations to one or more Affiliates at any time, but no such assignment shall relieve Parent or Purchaser of its obligations hereunder. Section 5.7 Jurisdiction; Waiver of Jury Trial; Service of Process . (a) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subject matter jurisdiction, the United States District Court for the District of Delaware, in the event any dispute arises out of this Agreement or the Contemplated Transactions, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it shall not bring any action relating to this Agreement or the Contemplated Transactions in any court other than the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subject matter jurisdiction, the United States District Court for the District of Delaware; provided , that, each of the parties has the right to bring any action or proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 7 (c) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 5.7 in any such action or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 5.1 of this Agreement. However, the foregoing will not limit the right of a party to effect service of process on the other party by any other legally available method. (d) The parties hereto acknowledge and agree that, in the event of any breach of or failure to perform any provision of this Agreement, irreparable harm would occur that monetary damages could not make whole. It is accordingly agreed that (i) each party hereto will be entitled, in addition to any other remedy to which it may be entitled at law or in equity, to an injunction or injunctions, specific performance or other equitable relief to compel specific performance to prevent or restrain breaches or threatened breaches of this Agreement in any action without proof of damages or otherwise and without the posting of a bond or undertaking and (ii) the parties hereto will, and hereby do, waive, in any action for specific performance, the defense of adequacy of a remedy at law and any other objections to specific performance of this Agreement. Notwithstanding the parties’ rights to specific performance pursuant to this Section 5.7(d) , each party may pursue any other remedy available to it at law or in equity, including monetary damages. Section 5.8 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Section 5.9 Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, the remaining provisions of this Agreement will be enforced so as to conform to the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are fulfilled to the fullest extent possible. Section 5.10 Interpretation . When reference is made in this Agreement to a Section, Article or Schedule, such reference will be to a Section, Article or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” will not be exclusive. Whenever used in this Agreement, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Any Law defined or referred to herein means such Law as from time to time amended, modified or supplemented, and all rules and regulations promulgated thereunder, unless otherwise specified therein. References to “days” shall mean “calendar days” unless expressly stated otherwise. Time is of the essence with respect to the performance of the obligations set forth in this Agreement and the provisions hereof will be interpreted as such. Section 5.11 Further Assurances . Each Stockholder will execute and deliver, or cause to be executed and delivered, any additional documents and take such further actions as may be necessary, proper or advisable to comply with its obligations under this Agreement. Section 5.12 Capacity as Stockholder . Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Nothing herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement; provided , that, for the avoidance of doubt, nothing herein shall be understood to relieve any party to the Merger Agreement of any obligation under, or of any liability for breach of any provision of, the 8 Merger Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement or document executed or delivered in connection with the transactions contemplated hereby, nothing in this Agreement or any such other agreement or document shall: (a) release, waive, discharge, compromise, settle or affect any rights or claims that Stockholder or its Affiliates may have for (i) indemnification, advancement of expenses, contribution or reimbursement under any applicable Law, the certificate of incorporation, bylaws or other organizational documents of any person or party, any agreement or arrangement providing for such indemnification, advancement, contribution or reimbursement, or any insurance policy covering Stockholder or any of its Affiliates, (ii) any breach of or default under this Agreement, the Merger Agreement or any other agreement or document executed or delivered by Parent or Purchaser, (iii) any rights under this Agreement or the Merger Agreement, or (iv) any rights or claims that are expressly reserved, acknowledged or granted by this Agreement or any other agreement or document executed or delivered in connection with the transactions contemplated hereby; or (b) limit, impair or affect any rights or claims that Stockholder and/or its Affiliates may have against any other person or party arising out of or relating to any matter, event, circumstance, action, omission, transaction or occurrence that is outside the transactions contemplated hereby or the subject matter of this Agreement or any other agreement or document executed or delivered in connection therewith. Section 5.13 Representations and Warranties . The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the valid termination of this Agreement in accordance with Section 5.2 . Section 5.14 No Agreement Until Executed . This Agreement shall not be effective unless and until (a) the Merger Agreement is executed by all parties thereto and (b) this Agreement is executed by all parties hereto. Section 5.15 No Ownership Interest . Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Purchaser any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to Stockholder, and neither Parent nor Purchaser shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company as a result of this Agreement or exercise any power or authority to direct Stockholder in the voting of any of the Subject Shares, except as otherwise provided herein. Section 5.16 Stockholder Obligation Several and Not Joint . The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Purchaser agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. Section 5.17 Exclusion for Certain Company Stock Option Exercises . Notwithstanding anything to the contrary herein, Subject Shares surrendered to the Company in respect of payment of the exercise price upon exercise of Company Stock Options or for the withholding due upon such exercise shall not be Subject Shares subject to this Agreement, and this Agreement does not impose any restriction on such Transfer. [ Remainder of Page Intentionally Left Blank. Signature Pages Follow. ] 9 The parties are executing this Agreement on the date set forth in the introductory clause. PARENT: GlaxoSmithKline LLC By: Name: Title: PURCHASER: Harmony Row Acquisition Co. By: Name: Title: [ Signature Page to Tender and Support Agreement ] The parties are executing this Agreement on the date set forth in the introductory clause. STOCKHOLDER: [] By: Name: Title: Email: Address: [ Signature Page to Tender and Support Agreement ] Schedule A Name of Stockholder Class A Shares Class B Shares Company Stock Options Company RSUs Company PSUs |
